Common use of Procedure for Indemnified Third Party Claim Clause in Contracts

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee (each an “Indemnitee”) of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 or Section 8.2, as applicable, the Indemnitee shall give written notice thereof to the other party (such other party, whether Buyer or Seller, the “Indemnifying Party”), and thereafter shall keep the Indemnitee reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced thereby. If any Litigation is commenced against any Indemnitee by a third party, the Indemnifying Party shall be entitled to participate in such Litigation and, at the Indemnifying Party’s option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s sole expense; provided, however, that the Indemnifying Party shall not have the right to assume the defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party shall not settle such Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee from all liability with respect to the matters that are subject to such Litigation; or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly (a) Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification hereunder (each an “the "Indemnitee”") of written notice of the assertion by a third party or the commencement of any Litigation by a third party with respect to any matter referred to in Section 8.1 Sections 10.1 or Section 8.2, as applicable10.2, the Indemnitee shall give written notice thereof to the other party (such other party, whether Buyer or Seller, if the “Indemnifying Party”Indemnitee is Buyer, or Buyer, if the Indemnitee is Seller (in either case, the "Indemnitor"), and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party Indemnitor is prejudiced thereby. . (b) If any Litigation is shall be commenced against any Indemnitee by a third party, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation and, at the Indemnifying Party’s its option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s Indemnitor's sole expense; provided, however, that the Indemnifying Party Indemnitor shall not have the right to assume the defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying PartyIndemnitor, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party Indemnitor could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying PartyIndemnitor, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, Indemnitor or (iii) the Indemnifying Party Indemnitor shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). . (c) If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party Indemnitor shall not settle such Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, from all liability with respect to the matters that are subject to such Litigation; , or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld otherwise shall have been approved reasonably by the Indemnitee.

Procedure for Indemnified Third Party Claim. If Promptly after receipt ------------------------------------------- by a party desires entitled to indemnification by under this Agreement (the other party, promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee (each an “"Indemnitee”") of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 or Section 8.2, as applicableSections 9.2 and 9.3, the Indemnitee shall -------------------- give written notice thereof to the other party from whom indemnification is sought pursuant hereto (such other party, whether Buyer or Seller, the “Indemnifying Party”), "Indemnitor") and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure . Failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except unless the Indemnitee's failure to give the extent that Indemnitor timely notice materially limits or prejudices the Indemnifying Party is prejudiced therebyIndemnitor's ability to defend, in which case such failure of the Indemnitee to give the Indemnitor notice shall relieve the Indemnitor of its indemnification obligations. If In case any Litigation is commenced shall be brought against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation, such Litigation may not be settled by the Indemnitee without the consent of the Indemnitor, and, at the Indemnifying Party’s optionrequest of the Indemnitee, the Indemnitor shall assume the defense thereof with counsel reasonably mutually satisfactory to the Indemnitor and the Indemnitee, at the Indemnifying Party’s sole Indemnitor's reasonable expense; provided. If the Indemnitor and the Indemnitee cannot agree on the choice of a single counsel, however, that both the Indemnifying Party shall not have the right to assume the defense of any Litigation if (i) Indemnitor and the Indemnitee shall have one or more legal or equitable defenses available separate counsel at the Indemnitor's expense provided that Indemnitor's obligations hereunder with respect to it which are different from or in addition expenses incurred by Indemnitee shall be limited to those available to the Indemnifying Party, and, in the reasonable opinion of expenses and fees reasonably incurred by the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party it shall not settle such the Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, satisfactory to the Indemnitee, from all liability with respect to the matters that are subject to such Litigation; or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee entitled to indemnification hereunder (each an the “Indemnitee”) of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 Sections 10.1 or Section 8.2, as applicable10.2, the Indemnitee shall give written notice thereof to Seller if the other party Indemnitee is a Buyer Indemnitee, or Buyer, if the Indemnitee is a Seller Indemnitee (such other party, whether Buyer or Sellerin either case, the “Indemnifying PartyIndemnitor”), and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party Indemnitor is prejudiced thereby. If any third party commences any Litigation is commenced against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation and, at the Indemnifying Party’s its option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying PartyIndemnitor’s sole expense; provided, however, that the Indemnifying Party Indemnitor shall not have the right to assume the defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying PartyIndemnitor, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party Indemnitor could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying PartyIndemnitor, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying PartyIndemnitor, or (iii) the Indemnifying Party Indemnitor shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party Indemnitor shall not settle such Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, from all liability with respect to the matters that are subject to such Litigation; , or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld otherwise shall have been approved reasonably by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification hereunder (each an “the "Indemnitee”") of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 Sections 10.1 or Section 8.2, as applicable10.2, the Indemnitee shall give written notice thereof to the other party Sellers if the Indemnitee is a Person entitled to indemnification under Section 10.1, or the Buyer, if the Indemnitee is a Person entitled to indemnification under Section 10.2 (such other party, whether Buyer or Sellerin either case, the “Indemnifying Party”"Indemnitor"), and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party Indemnitor is prejudiced thereby. If any third party commences any Litigation is commenced against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation and, at the Indemnifying Party’s its option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s Indemnitor's sole expense; provided, however, that the Indemnifying Party Indemnitor shall not have the right to assume the defense of any Litigation if if: (ia) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying PartyIndemnitor, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party Indemnitor could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, Indemnitor; (iib) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or Indemnitor; or (iiic) the Indemnifying Party Indemnitor shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party Indemnitor shall not settle such Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, from all liability with respect to the matters that are subject to such Litigation; , or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld otherwise shall have been approved reasonably by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification under this Agreement (each an “the "Indemnitee”") of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 or Section 8.2, as applicableSections 9.2 and 9.3, the Indemnitee shall give written notice thereof to the other party from whom indemnification is sought pursuant hereto (such other party, whether Buyer or Seller, the “Indemnifying Party”), "Indemnitor") and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced therebyhereunder. If In case any Litigation is commenced shall be brought against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation and, at the Indemnifying Party’s option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s Indemnitor's sole expense; provided. In the event that within a reasonable time after such notice from the Indemnitee, howeverthe Indemnitor shall fail to undertake to defend such claim, that then the Indemnifying Party Indemnitee (upon further written notice to the Indemnitor) shall not have the right to assume 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. In the event that the Indemnitee undertakes the defense of any Litigation if (i) a claim for which the Indemnitee is entitled to indemnification hereunder, the Indemnitor shall have one or more legal or equitable defenses available pay to it which are different from or the Indemnitee, in addition to those available the other sums required to the Indemnifying Partybe paid hereunder, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of costs and expenses incurred by the Indemnitee because in connection with such interests could be in conflict with those of the Indemnifying Partydefense, (ii) compromise or settlement, as and when such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation)costs and expenses are so incurred. If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party it shall not settle such the Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee from all liability with respect to the matters that are subject to such Litigation; or . Anything in this Section 9.4 to the contrary notwithstanding, in the event that the Indemnitor undertakes the defense of any claim pursuant to this Section 9.4, (2i) the Indemnitee, at its own expense, by counsel or other representative of its own choosing, shall have the right to participate in the defense, compromise or settlement thereof and each party and its counsel and other representatives shall cooperate with the other party and its counsel and representatives in connection therewith; and (ii) the Indemnitor shall have an obligation to keep the Indemnitee has approvedinformed of the status of the defense of such claim and furnish the Indemnitee with all documents, instruments and information that the Indemnitee shall reasonably request in connection therewith. Notwithstanding the foregoing, in writingthe event a conflict of interest shall exist between the Indemnitor and the Indemnitee with respect to any claim, the settlementIndemnitee shall be entitled to undertake the defense of any claim pursuant to this Section 9.4 and Indemnitor shall pay to the Indemnitee the reasonable costs and expenses, for which approval will not be unreasonably withheld Indemnitee is entitled to indemnification hereunder, incurred by the IndemniteeIndemnitee in the defense of such claim.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee (each an “Indemnitee”) of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 or Section 8.2, as applicable, the Indemnitee shall give written notice thereof to the other party (such other party, whether Buyer or SellerSellers and the Members, the “Indemnifying Party”), and thereafter shall keep the Indemnitee reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced thereby. If any Litigation is commenced against any Indemnitee by a third party, the Indemnifying Party shall be entitled to participate in such Litigation and, at the Indemnifying Party’s option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s sole expense; provided, however, that the Indemnifying Party shall not have the right to assume the defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party shall not settle such Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee from all liability with respect to the matters that are subject to such Litigation; , or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld otherwise shall have been approved reasonably by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee (each an “Indemnitee”) of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 or Section 8.2, as applicable, the Indemnitee shall give written notice thereof to the other party (such other party, whether Buyer or Seller, the “Indemnifying Party”), and thereafter shall keep the Indemnitee reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced thereby. If any Litigation is commenced against any Indemnitee by a third party, the Indemnifying Party shall be entitled to participate in such Litigation and, at the Indemnifying Party’s option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s sole expense; provided, however, that the Indemnifying Party shall not have the right to assume the defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party shall not settle such Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee from all liability with respect to the matters that are subject to such Litigation; , or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld otherwise shall have been approved reasonably by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly (a) Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification hereunder (each an “the "Indemnitee”") of written notice of the assertion by a third party or the commencement of any Litigation by a third party with respect to any matter referred to in Section 8.1 Sections 9.1 or Section 8.2, as applicable9.2, the Indemnitee shall give written notice thereof to the other party (such other party, whether Buyer or Seller, if the “Indemnifying Party”Indemnitee is Buyer, or Buyer, if the Indemnitee is Seller (in either case, the "Indemnitor"), and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party Indemnitor is prejudiced thereby. . (b) If any Litigation is shall be commenced against any Indemnitee by a third party, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation and, at the Indemnifying Party’s its option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s Indemnitor's sole expense; provided, however, that the Indemnifying Party Indemnitor shall not have the right to assume the defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying PartyIndemnitor, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party Indemnitor could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying PartyIndemnitor, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, Indemnitor or (iii) the Indemnifying Party Indemnitor shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). . (c) If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party Indemnitor shall not settle such Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, from all liability with respect to the matters that are subject to such Litigation; , or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld otherwise shall have been approved reasonably by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after receipt by ------------------------------------------- a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification under this Agreement (each an “the "Indemnitee”") of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 or Section 8.2, as applicableSections 9.2 and 9.3, the Indemnitee shall -------------------- give written notice thereof to the other party from whom indemnification is sought pursuant hereto (such other party, whether Buyer or Seller, the “Indemnifying Party”), "Indemnitor") and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure . Failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except unless the Indemnitee's failure to give the extent that Indemnitor timely notice materially limits or prejudices the Indemnifying Party is prejudiced therebyIndemnitor's ability to defend, in which case such failure of the Indemnitee to give the Indemnitor notice shall relieve the Indemnitor of its indemnification obligations. If In case any Litigation is commenced shall be brought against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation, such Litigation may not be settled by the Indemnitee without the consent of the Indemnitor, and, at the Indemnifying Party’s optionrequest of the Indemnitee, the Indemnitor shall assume the defense thereof with counsel reasonably mutually satisfactory to the Indemnitor and the Indemnitee, at the Indemnifying Party’s sole Indemnitor's reasonable expense; provided. If the Indemnitor and the Indemnitee cannot agree on the choice of a single counsel, however, that both the Indemnifying Party shall not have the right to assume the defense of any Litigation if (i) Indemnitor and the Indemnitee shall have one or more legal or equitable defenses available separate counsel at the Indemnitor's expense provided that Indemnitor's obligations hereunder with respect to it which are different from or in addition expenses incurred by Indemnitee shall be limited to those available to the Indemnifying Party, and, in the reasonable opinion of expenses and fees reasonably incurred by the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party it shall not settle such the Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, satisfactory to the Indemnitee, from all liability with respect to the matters that are subject to such Litigation; or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a any ------------ ------------------------------------------- person entitled to indemnification hereunder (the "INDEMNITEE") believes that it has suffered or incurred any Losses and Expenses for which it is entitled to indemnification hereunder, such Indemnitee shall notify the party desires or parties from whom indemnification by is sought (the other party, promptly "INDEMNITOR") with reasonable promptness and with reasonable particularity in light of the circumstances then existing. Promptly after receipt by a Buyer an Indemnitee or a Seller Indemnitee (each an “Indemnitee”) of written notice of the assertion or the commencement of any Litigation by a third party giving rise to any claim for indemnification with respect to any matter referred to in Section 8.1 or Section 8.2, as applicablethis Article 10, the Indemnitee shall give written notice thereof to the other party (such other party, whether Buyer or Seller, the “Indemnifying Party”), each Indemnitor from whom indemnification is sought and thereafter shall will keep the Indemnitee Indemnitor reasonably informed with respect theretothereto if the Indemnitor does not assume the defense of such claim; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein in this Section 10.3 shall not relieve the Indemnifying Party any Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is such Indemnitor shall have been prejudiced therebyby such failure. If In case any Litigation is commenced brought against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation andassume the defense thereof, at the Indemnifying Party’s option, assume Indemnitor's sole expense. If the Indemnitor assumes the defense thereof with counsel reasonably satisfactory to of any Litigation, it will not settle the Indemnitee, at Litigation without the Indemnifying Party’s sole expenseprior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed); provided, however, that the Indemnifying Party Indemnitor may -------- ------- settle any Litigation without the Indemnitee's consent if such settlement (i) makes no admission or acknowledgment of liability or culpability with respect to the Indemnitee, (ii) includes a complete release of the Indemnitee and (iii) does not require the Indemnitee to make any payment or take (or forgo) any action. The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial and defense of any Litigation and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its own cost, participate in any investigation, trial and defense of such Litigation controlled by the Indemnitor and any appeal arising therefrom. If, after receipt of a written notice pursuant to this Section 10.3, the Indemnitor does not undertake to defend any such Litigation, the Indemnitee may, but shall have no obligation to, contest or defend against any Litigation and the Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right right, at the expense of the Indemnitor, to assume the defense of any Litigation if (i) the Litigation; provided, however, that the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party shall may not settle such Litigation unless (1) without the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release consent of the Indemnitee from all liability with respect to the matters that are subject to such Litigation; or (2) the Indemnitee has approved, in writing, the settlementIndemnitor, which approval will consent shall not be unreasonably withheld by the Indemniteeor delayed.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification hereunder (each an “the "Indemnitee”") of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 Sections 10.1 or Section 8.2, as applicable10.2, the Indemnitee shall give written notice thereof to Sellers if the other party Indemnitee is a Person entitled to indemnification under Section 10.1, or Buyer, if the Indemnitee is a Person entitled to indemnification under Section 10.2 (such other party, whether Buyer or Sellerin either case, the “Indemnifying Party”"Indemnitor"), and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party Indemnitor is prejudiced thereby. If any Litigation is shall be commenced against any Indemnitee by a third party, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation and, at the Indemnifying Party’s its option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s Indemnitor's sole expense; provided, however, that the Indemnifying Party Indemnitor shall not have the right to assume the defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying PartyIndemnitor, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party Indemnitor could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying PartyIndemnitor, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying PartyIndemnitor, or (iii) the Indemnifying Party Indemnitor shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party Indemnitor shall not settle such Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, from all liability with respect to the matters that are subject to such Litigation; , or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld otherwise shall have been approved reasonably by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification hereunder (each an “the "Indemnitee”") of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section Sections 8.1 or Section and 8.2, as applicable, the Indemnitee shall give written notice thereof to the other party from whom indemnification is sought pursuant hereto (such other party, whether Buyer or Seller, the “Indemnifying Party”), "Indemnitor") and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect theretothereto if the Indemnitor does not assume the defense of such claim; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party is prejudiced therebyIndemnitor. If In case any Litigation is commenced shall be brought against any Indemnitee by a third partythe Indemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation and, at the Indemnifying Party’s option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s Indemnitor's sole expense; provided, however, that the Indemnifying Party shall not have the right to assume the defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party it shall not settle such the Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, satisfactory to the Indemnitee, from all liability with respect to the matters that are subject to such Litigation; or (2) . If the Indemnitor does not assume the defense of any Litigation, the Indemnitor shall nevertheless provide reasonable cooperation to the Indemnitee has approvedin the defense of such Litigation, in writing, and any settlement of such Litigation shall be on terms reasonably satisfactory to the settlement, which approval will not be unreasonably withheld by the IndemniteeIndemnitor.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly (a) Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification hereunder (each an “the "Indemnitee”") of written notice of the assertion by a third party or the commencement of any Litigation by a third party with respect to any matter referred to in Section 8.1 Sections 10.1 or Section 8.2, as applicable10.2, the Indemnitee shall give written notice thereof to the other party (such other party, whether Buyer or Seller, if the “Indemnifying Party”Indemnitee is Buyer, or Buyer, if the Indemnitee is Seller (in either case, the "Indemnitor"), and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party Indemnitor is prejudiced thereby. . (b) If any Litigation is shall be commenced against any Indemnitee by a third party, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation and, at the Indemnifying Party’s its option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s Indemnitor's sole expense; provided, however, that the Indemnifying Party Indemnitor shall not have the right to assume the defense of any Litigation if if: (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying PartyIndemnitor, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party Indemnitor could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, Indemnitor; (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, Indemnitor; or (iii) the Indemnifying Party Indemnitor shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty (30) days of notice of such Litigation). . (c) If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party Indemnitor shall not settle such Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, from all liability with respect to the matters that are subject to such Litigation; , or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld otherwise shall have been approved by the Indemnitee, acting reasonably.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after ------------------------------------------- receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification under this Agreement (each an “the "Indemnitee”") of written notice of the assertion of any claim or the commencement of any Litigation litigation or other legal proceeding ("Litigation") with respect to any matter referred to in Section 8.1 or Section 8.2, as applicableSections 9.2 and 9.3, the Indemnitee shall give written notice thereof to the other party from whom indemnification is sought pursuant hereto (such other party, whether Buyer or Seller, the “Indemnifying Party”), "Indemnitor") and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure . Failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except unless the Indemnitee's failure to give the extent that Indemnitor timely notice materially limits or prejudices the Indemnifying Party is prejudiced therebyIndemnitor's ability to defend, in which case such failure of the Indemnitee to give the Indemnitor notice shall relieve the Indemnitor of its indemnification obligations. If In case any Litigation is commenced shall be brought against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation, such Litigation may not be settled by the Indemnitee without the consent of the Indemnitor, and, at the Indemnifying Party’s optionrequest of the Indemnitee, the Indemnitor shall assume the defense thereof with counsel reasonably mutually satisfactory to the Indemnitor and the Indemnitee, at the Indemnifying Party’s Indemnitor's sole expense; provided. If the Indemnitor and the Indemnitee cannot agree on the choice of a single counsel, however, that both the Indemnifying Party shall not have the right to assume the defense of any Litigation if (i) Indemnitor and the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to separate counsel at the Indemnifying Party, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation)Indemnitor's sole expense. If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party it shall not settle such the Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, satisfactory to the Indemnitee, from all liability with respect to the matters that are subject to such Litigation; or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after ------------------------------------------- receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification hereunder (each an “the "Indemnitee”") of ---------- written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 Sections 9.1 or Section 8.2, as applicable9.2, the Indemnitee shall give written notice thereof to the other each party from which indemnification is sought (such other party, whether Buyer or Seller, the “Indemnifying Party”each an "Indemnitor"), and thereafter shall keep the Indemnitee Indemnitor reasonably ---------- informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party Indemnitor is prejudiced thereby. If any Litigation is shall be commenced against any Indemnitee by a third party, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation and, at the Indemnifying Party’s its option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s Indemnitor's sole expense; provided, however, that the Indemnifying Party Indemnitor shall not have the right to assume the -------- ------- defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying PartyIndemnitor, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party Indemnitor could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying PartyIndemnitor, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying PartyIndemnitor, or (iii) the Indemnifying Party Indemnitor shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party Indemnitor shall not settle such Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, from all liability with respect to the matters that are subject to such Litigation; , or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld otherwise shall have been approved reasonably by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification hereunder (each an the “Indemnitee”) of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 Sections 10.1 or Section 8.2, as applicable10.2, the Indemnitee shall give written notice thereof to the other party from whom indemnification is sought pursuant hereto (such other party, whether Buyer or Seller, the “Indemnifying PartyIndemnitor”), ) and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party Indemnitor is prejudiced therebyby such failure. If In case any Litigation is commenced shall be brought against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation and, at the Indemnifying Party’s its option, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying PartyIndemnitor’s sole expense; provided, however, that the Indemnifying Party shall not have the right to assume the defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party it shall not settle such the Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, satisfactory to the Indemnitee, from all liability with respect to the matters that are subject to such Litigation; or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee ------------------------------------------- party entitled to indemnification under this Agreement (each an “"Indemnitee”") of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 Sections 10.1 or Section 8.210.2, as applicable, the Indemnitee shall give written notice thereof to the other party from whom indemnification is sought pursuant hereto (such other party, whether Buyer or Seller, the “Indemnifying Party”), "Indemnitor") and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect theretothereto if Indemnitor does not assume the defense of such claim; provided, however, that failure of the Indemnitee to give Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced therebyhereunder. If In case any Litigation is commenced shall be brought against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation assume the defense thereof and, at the Indemnifying Party’s optionrequest of Indemnitee, Indemnitor promptly shall assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s Indemnitor's sole expense; provided, however, that the Indemnifying Party shall not have the right to assume the defense . Within five days of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the such request by Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitor shall give Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have reasonable written assurances that Indemnitor has assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation), and, if Indemnitee does not receive such written assurances, then Indemnitee shall be permitted to defend against any such Litigation at Indemnitor's sole expense . If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party it shall not settle such the Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, satisfactory to Indemnitee, from all liability with respect to the matters that are subject to such Litigation; or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld by the Indemnitee.

Procedure for Indemnified Third Party Claim. If Promptly after receipt ------------------------------------------- by a party desires entitled to indemnification by under this Agreement (the other party, promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee (each an “"Indemnitee”") of written notice of the assertion or the commencement of any Litigation claim with respect to any matter referred to in Section 8.1 or Section 8.2, as applicableSECTION 10.2 OR 10.3, the Indemnitee shall give -------------------- written notice thereof to the other party from whom indemnification is sought pursuant hereto (such other party, whether Buyer or Seller, the “Indemnifying Party”), "Indemnitor") and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure . Failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except unless the Indemnitee's failure to give the extent that Indemnitor timely notice materially limits or prejudices the Indemnifying Party is prejudiced therebyIndemnitor's ability to defend, in which case such failure of the Indemnitee to give the Indemnitor notice shall relieve the Indemnitor of its indemnification obligations. If In case any Litigation is commenced litigation shall be brought against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation litigation, such litigation may not be settled by the Indemnitee without the consent of the Indemnitor (which consent shall not be unreasonably withheld), and, at the Indemnifying Party’s optionrequest of the Indemnitee, the Indemnitor shall assume the defense thereof with counsel reasonably mutually satisfactory to the Indemnitor and the Indemnitee, at the Indemnifying Party’s sole Indemnitor's reasonable expense; provided. If the Indemnitor and the Indemnitee cannot agree on the choice of a single counsel, however, both the Indemnitor and the Indemnitee shall have separate counsel at the Indemnitor's expense provided that Indemnitor's obligations hereunder with respect to expenses incurred by Indemnitee shall be limited to expenses and fees reasonably incurred by the Indemnifying Party Indemnitee. If the Indemnitor shall not have the right to assume the defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to litigation, it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party shall not settle such Litigation the litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, satisfactory to the Indemnitee, from all liability with respect to the matters that are subject to such Litigation; or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld by the Indemniteelitigation.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after ------------------------------------------- receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification under this Agreement (each an “the "Indemnitee”") of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 or Section 8.2, as applicableSections 9.2 and 9.3, the -------------------- Indemnitee shall give written notice thereof to the other party from whom indemnification is sought pursuant hereto (such other party, whether Buyer or Seller, the “Indemnifying Party”), "Indemnitor") and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure . Failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except unless the Indemnitee's failure to give the extent that Indemnitor timely notice materially limits or prejudices the Indemnifying Party is prejudiced therebyIndemnitor's ability to defend, in which case such failure of the Indemnitee to give the Indemnitor notice shall relieve the Indemnitor of its indemnification obligations. If In case any Litigation is commenced shall be brought against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation, such Litigation may not be settled by the Indemnitee without the consent of the Indemnitor, and, at the Indemnifying Party’s optionrequest of the Indemnitee, the Indemnitor shall assume the defense thereof with counsel reasonably mutually satisfactory to the Indemnitor and the Indemnitee, at the Indemnifying Party’s sole Indemnitor's reasonable expense; provided. If the Indemnitor and the Indemnitee cannot agree on the choice of a single counsel, however, that both the Indemnifying Party shall not have the right to assume the defense of any Litigation if (i) Indemnitor and the Indemnitee shall have one or more legal or equitable defenses available separate counsel at the Indemnitor's expense provided that Indemnitor's obligations hereunder with respect to it which are different from or in addition expenses incurred by Indemnitee shall be limited to those available to the Indemnifying Party, and, in the reasonable opinion of expenses and fees reasonably incurred by the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party it shall not settle such the Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, satisfactory to the Indemnitee, from all liability with respect to the matters that are subject to such Litigation; or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly ----------- ------------------------------------------- after receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification hereunder (each an “the "Indemnitee”") of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 Sections 10.1 or Section 8.2, as applicable10.2, the ------------- ---- Indemnitee shall will give written notice thereof to the other party from whom indemnification is sought pursuant hereto (such other party, whether Buyer or Seller, the “Indemnifying Party”), "Indemnitor") and thereafter shall will keep the Indemnitee Indemnitor reasonably informed with respect theretothereto if the Indemnitor does not assume the defense of such claim; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall will not relieve the Indemnifying Party Indemnitor of its obligations hereunder hereunder, except to the extent that such failure to give notice will prejudice any defense or claim available to the Indemnifying Party is prejudiced therebyIndemnitor. If In case any Litigation is commenced will be brought against any Indemnitee by a third partyIndemnitee, the Indemnifying Party shall Indemnitor will be entitled to participate in such Litigation and, at the Indemnifying Party’s option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s Indemnitor's sole expense; provided, however, that the Indemnifying Party shall not have the right to assume the defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes Indemnitor will assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party shall it will not settle such the Litigation unless (1) the settlement shall will include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, satisfactory to the Indemnitee, from all liability with respect to the matters that are subject to such Litigation; or (2) . If the Indemnitor does not assume the defense of any Litigation, the Indemnitor will nevertheless provide reasonable cooperation to the Indemnitee has approvedin the defense of such Litigation, in writing, and any settlement of such Litigation will be on terms reasonable satisfactory to the settlement, which approval will not be unreasonably withheld by the IndemniteeIndemnitor.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification under this Agreement (each an “the "Indemnitee”") of written notice of the assertion or the commencement of any Litigation Legal Proceeding with respect to any matter referred to in Section 8.1 or Section 8.2, as applicableSections 12 and 13, the Indemnitee shall give written notice thereof to the other party from whom indemnification is sought pursuant hereto (such other party, whether Buyer or Seller, the “Indemnifying Party”), "Indemnitor") and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure . Failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except unless the Indemnitee's failure to give the extent that Indemnitor timely notice materially limits or prejudices the Indemnifying Party is prejudiced therebyIndemnitor's ability to defend, in which case such failure of the Indemnitee to give the Indemnitor notice shall relieve the Indemnitor of its indemnification obligations. If In case any Litigation is commenced Legal Proceeding shall be brought against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation and, at the Indemnifying Party’s option, assume direct the defense thereof with counsel reasonably mutually satisfactory to the Indemnitor and the Indemnitee, at the Indemnifying Party’s Indemnitor's sole expense; provided. Such Legal Proceeding may not be settled by the Indemnitee without the consent of the Indemnitor, however, that the Indemnifying Party which consent shall not be unreasonably withheld. If the Indemnitor and the Indemnitee cannot agree of the choice of a single counsel, both the Indemnitor and the Indemnitee shall have separate counsel at the right to Indemnitor's sole expense. If the Indemnitor shall assume the defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to Legal Proceeding, it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party shall not settle such Litigation the Legal Proceeding unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, satisfactory to the Indemnitee, from all liability with respect to the matters that are subject to such Litigation; or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld by the IndemniteeLegal Proceeding.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification under this Agreement (each an “the "Indemnitee”") of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 or Section 8.2, as applicableSections 9.2 and 9.3, the Indemnitee shall give written notice thereof to the other party from whom indemnification is sought pursuant hereto (such other party, whether Buyer or Seller, the “Indemnifying Party”), "Indemnitor") and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced therebyhereunder. If In case any Litigation is commenced shall be brought against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation and, at the Indemnifying Party’s option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s Indemnitor's sole expense; provided. In the event that within a reasonable time after such notice from the Indemnitee, howeverthe Indemnitor shall fail to undertake to defend such claim, that then the Indemnifying Party Indemnitee (upon further written notice to the Indemnitor) shall not have the right to assume 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. In the event that the Indemnitee undertakes the defense of any Litigation if (i) a claim for which the Indemnitee is entitled to indemnification hereunder, the Indemnitor shall have one or more legal or equitable defenses available pay to it which are different from or the Indemnitee, in addition to those available the other sums required to the Indemnifying Partybe paid hereunder, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of costs and expenses incurred by the Indemnitee because in connection with such interests could be in conflict with those of the Indemnifying Partydefense, (ii) compromise or settlement, as and when such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation)costs and expenses are so incurred. If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party it shall not settle such the Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee from all liability with respect to the matters that are subject to such Litigation; or . Anything in this Section 9.4 to -45- 51 the contrary notwithstanding, in the event that the Indemnitor undertakes the defense of any claim pursuant to this Section 9.4, (2i) the Indemnitee, at its own expense, by counsel or other representative of its own choosing, shall have the right to participate in the defense, compromise or settlement thereof and each party and its counsel and other representatives shall cooperate with the other party and its counsel and representatives in connection therewith; and (ii) the Indemnitor shall have an obligation to keep the Indemnitee has approvedinformed of the status of the defense of such claim and furnish the Indemnitee with all documents, instruments and information that the Indemnitee shall reasonably request in connection therewith. Notwithstanding the foregoing, in writingthe event a conflict of interest shall exist between the Indemnitor and the Indemnitee with respect to any claim, the settlementIndemnitee shall be entitled to undertake the defense of any claim pursuant to this Section 9.4 and Indemnitor shall pay to the Indemnitee the reasonable costs and expenses, for which approval will not be unreasonably withheld Indemnitee is entitled to indemnification hereunder, incurred by the IndemniteeIndemnitee in the defense of such claim.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee (each an “Indemnitee”) of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 or Section 8.2, as applicable, the Indemnitee shall give written notice thereof to the other party (such other party, whether Buyer on the one hand or Sellerthe Sellers jointly and severally on the other hand, the “Indemnifying Party”), and thereafter shall keep the Indemnitee reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced thereby. If any Litigation is shall be commenced against any Indemnitee by a third party, the Indemnifying Party shall be entitled to participate in such Litigation and, at the Indemnifying Party’s option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s sole expense; provided, however, that the Indemnifying Party shall not have the right to assume the defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party shall not settle such Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, from all liability with respect to the matters that are subject to such Litigation; , or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld otherwise shall have been approved reasonably by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification hereunder (each an “the Indemnitee”) of written notice of the assertion or the commencement of any Litigation Proceeding with respect to any matter referred to in Section 8.1 Sections 7.1 or Section 8.2, as applicable7.2, the Indemnitee shall give written notice thereof to the other party Seller if the Indemnitee is a Person entitled to indemnification under Section 7.1, or Buyer, if the Indemnitee is a Person entitled to indemnification under Section 7.2 (such other party, whether Buyer or Sellerin either case, the “Indemnifying Party”Indemnitor), and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party Indemnitor is materially prejudiced thereby. If any Litigation is commenced third party commences any Proceeding against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation Proceeding and, at the Indemnifying Party’s its option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying PartyIndemnitor’s sole expense; provided, however, that the Indemnifying Party Indemnitor shall not have the right to assume the defense of any Litigation Proceeding if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying PartyIndemnitor, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party Indemnitor could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying PartyIndemnitor, (ii) such Litigation Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying PartyIndemnitor, or (iii) the Indemnifying Party Indemnitor shall not have assumed the defense of the Litigation Proceeding in a timely fashion (but in any event within thirty days of notice of such LitigationProceeding). If the Indemnifying Party assumes Indemnitor shall assume the defense of any LitigationProceeding, the Indemnitee shall be entitled to participate in any Litigation Proceeding at its sole expense, and the Indemnifying Party Indemnitor shall not settle such Litigation Proceeding unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, from all liability with respect to the matters that are subject to such Litigation; Proceeding (and such settlement shall not include any statement as to fault or (2) culpability of the Indemnitee has approvedIndemnitee), in writing, the settlement, which approval will not be unreasonably withheld or otherwise shall have been approved reasonably by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee Party entitled to indemnification hereunder (each an the “Indemnitee”) of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 8.1 Sections 9.1 or Section 8.2, as applicable9.2, the Indemnitee shall give written notice thereof to Seller if the other party Indemnitee is a Person entitled to indemnification under Section 10.1, or Buyer, if the Indemnitee is a Person entitled to indemnification under Section 10.2 (such other party, whether Buyer or Sellerin either case, the “Indemnifying PartyIndemnitor”), and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party Indemnitor is prejudiced thereby. If any third party commences any Litigation is commenced against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation and, at the Indemnifying Party’s its option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying PartyIndemnitor’s sole expense; provided, however, that the Indemnifying Party Indemnitor shall not have the right to assume the defense of any Litigation if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying PartyIndemnitor, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party Indemnitor could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying PartyIndemnitor, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying PartyIndemnitor, or (iii) the Indemnifying Party Indemnitor shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes Indemnitor shall assume the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party Indemnitor shall not settle such Litigation unless (1) the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, from all liability with respect to the matters that are subject to such Litigation; , or (2) the Indemnitee has approved, in writing, the settlement, which approval will not be unreasonably withheld otherwise shall have been approved reasonably by the Indemnitee.

Procedure for Indemnified Third Party Claim. If a party desires indemnification by the other party, promptly Promptly after receipt by a Buyer Indemnitee or a Seller Indemnitee party entitled to indemnification hereunder (each an “the "Indemnitee”") of written notice of the assertion of any Claim or the assertion or the commencement of any Litigation litigation with respect to any matter referred to in Section 8.1 Sections 19.1 or Section 8.2, as applicable19.2 or otherwise subject to indemnification under any provision of this Agreement, the Indemnitee shall give written notice thereof to the other party from whom indemnification is sought pursuant hereto (such other party, whether Buyer or Seller, the “Indemnifying Party”), "Indemnitor") and thereafter shall keep the Indemnitee Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations hereunder except unless and to the extent that the Indemnifying Party Indemnitor is prejudiced therebyadversely affected by such failure. If In case any Litigation is commenced litigation shall be brought against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation litigation and, at the Indemnifying Party’s Indemnitor's option, may assume the defense and settlement thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnifying Party’s Indemnitor's sole expense; provided. If the Indemnitor so assumes the defense and settlement, howeverthe Indemnitee may participate in such defense with counsel of its choice, that but any participation in any litigation or threatened litigation by the Indemnifying Party Indemnitee once defense thereof has been assumed by the Indemnitor shall not have be at the right expense of the Indemnitee. Notwithstanding the foregoing, if the Indemnitor (a) fails to assume the defense of such matter or provides an inadequate defense, or (b) is subject to a conflict of interest which impairs its ability to conduct such defense, the Indemnitee may assume and control the defense and settlement of such matter at the Indemnitor's expense, provided, that the Indemnitor shall not be liable for the fees and expenses of more than one law firm in any Litigation if one proceeding. If the Indemnitor shall assume the defense and settlement of any litigation, it shall not settle the litigation without the Indemnitee's consent (which shall not be unreasonably withheld) unless (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or Indemnitor pays the cost of any settlement in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Partyfull, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party shall not settle such Litigation unless (1) the settlement shall include includes as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee Indemnitee, reasonably satisfactory to the Indemnitee, from all liability with respect to the matters that are subject to such Litigation; or litigation, and (2iii) the settlement does not in any way restrict the activities of the Indemnitee. The Indemnitee has approved, shall in writing, no event settle any Claim without the settlementIndemnitor's consent, which approval will shall not be unreasonably withheld by the Indemniteewithheld.

Procedure for Indemnified Third Party Claim. If a any person entitled to indemnification hereunder (the "Indemnitee") believes that it has suffered or incurred any Losses and Expenses for which it is entitled to indemnification hereunder, such Indemnitee shall notify the party desires or parties from whom indemnification by is sought (the other party, promptly "Indemnitor") with reasonable promptness and with reasonable particularity in light of the circumstances then existing. Promptly after receipt by a Buyer an Indemnitee or a Seller Indemnitee (each an “Indemnitee”) of written notice of the assertion or the commencement of any Litigation by a third party giving rise to any claim for indemnification with respect to any matter referred to in Section 8.1 or Section 8.2, as applicablethis Article 10, the Indemnitee shall give written notice thereof to the other party (such other party, whether Buyer or Seller, the “Indemnifying Party”), each Indemnitor from whom indemnification is sought and thereafter shall will keep the Indemnitee Indemnitor reasonably informed with respect theretothereto if the Indemnitor does not assume the defense of such claim; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided herein in this Section 10.3 shall not relieve the Indemnifying Party any Indemnitor of its obligations hereunder except to the extent that the Indemnifying Party is such Indemnitor shall have been prejudiced therebyby such failure. If In case any Litigation is commenced brought against any Indemnitee by a third partyIndemnitee, the Indemnifying Party Indemnitor shall be entitled to participate in such Litigation andassume the defense thereof, at the Indemnifying Party’s option, assume Indemnitor's sole expense. If the Indemnitor assumes the defense thereof with counsel reasonably satisfactory to of any Litigation, it will not settle the Indemnitee, at Litigation without the Indemnifying Party’s sole expenseprior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed); provided, however, that the Indemnifying Party Indemnitor may settle any Litigation without the Indemnitee's consent if such settlement (i) makes no admission or acknowledgment of liability or culpability with respect to the Indemnitee, (ii) includes a complete release of the Indemnitee and (iii) does not require the Indemnitee to make any payment or take (or forgo) any action. The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial and defense of any Litigation and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its own cost, participate in any investigation, trial and defense of such Litigation controlled by the Indemnitor and any appeal arising therefrom. If, after receipt of a written notice pursuant to this Section 10.3, the Indemnitor does not undertake to defend any such Litigation, the Indemnitee may, but shall have no obligation to, contest or defend against any Litigation and the Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right right, at the expense of the Indemnitor, to assume the defense of any Litigation if (i) the Litigation; provided, however, that the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnifying Party, (ii) such Litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Litigation in a timely fashion (but in any event within thirty days of notice of such Litigation). If the Indemnifying Party assumes the defense of any Litigation, the Indemnitee shall be entitled to participate in any Litigation at its sole expense, and the Indemnifying Party shall may not settle such Litigation unless (1) without the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release consent of the Indemnitee from all liability with respect to the matters that are subject to such Litigation; or (2) the Indemnitee has approved, in writing, the settlementIndemnitor, which approval will consent shall not be unreasonably withheld by the Indemniteeor delayed.