Common use of Procedure Relative to Indemnification Clause in Contracts

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article Six, it (the "Claiming Party") shall so notify Seller in the case of a claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party (the "Indemnifying Party") in writing of such claim promptly within ninety (90) days after receipt of a notice of such claim or notice of any claim of a third party that may reasonably be expected to result in a claim by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the breach of representation, warranty, or agreement claimed by the Claiming Party and the Losses incurred by, or imposed upon, the Claiming Party on account thereof. If such Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim of the Claiming Party. If such Losses are not liquidated in amount, the notice shall so state and, in such event, a Claim shall be deemed asserted against the Indemnifying Party by the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it and the Claiming Party shall have the right, at its expense, to participate in such defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the consent of the Claiming Party, which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. (2) If the Indemnifying Party shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without the consent of the Indemnifying Party. Once the amount of such Claim is liquidated and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixSection 7 (the "Indemnified Claim"), it (the "Claiming Party") shall so notify Seller in the case of a claim for indemnification hereunder (a "Claim") by any Claiming Party who or party against which the Indemnified Claim is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly Indemnified Claim within ninety (90) days after receipt of a notice of such claim Indemnified Claim or notice of any claim of a third party that may reasonably be expected to result in a claim by such party (the Claiming "Third Party Claim") against the Indemnifying Party except that party to which such notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredgiven; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the breach nature of representation, warranty, or agreement claimed by the Claiming Party Indemnified Claim and the Losses liability, loss, cost or expense incurred by, by or imposed upon, upon the Claiming Party on account thereofhereof. If such Losses are liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice shall so state and, and in such event, a event an Indemnified Claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Indemnified Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such Third Party Indemnified Claim in its own name or, if necessary, in the name of the Claiming PartyParty unless the Claiming Party reasonably believes that its interests are adverse to those of the Indemnifying Party in which event the Claiming Party may control its defense of the claim and be reimbursed for its expenses, including reasonable attorneys' fees, as herein provided. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, and the Claiming Party shall have the right, at its expenseexpense (except as provided above), to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such any Third Party Claim only with the consent of the Claiming Party unless the settlement does not involve any confession or other acknowledgment of wrongdoing by the Claiming Party and provides a complete release of all Third Party Claims against it, in which event the Claiming Party, which 's consent shall not be unreasonably withheld; provided, however, that, in making its determination as required. If the proceeding involves a matter solely of concern to whether to grant such consent, the Claiming Party in addition to the claim for which indemnification under this Section 7 is being sought, such matter shall be entitled to consider within the impact sole responsibility of the proposed settlement upon Claiming Party and its reputation and/or the goodwill of the businesses which it conductscounsel. (2c) If In the event the Indemnifying Party shall notify the Claiming Party that it disputes any Indemnified Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such against any Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without the consent of the Indemnifying Party. Once the amount of such Claim claim is liquidated and the Claim claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six Section 7 and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Third Party and Indemnified Claim, the Indemnifying Party agrees to pay pay, in addition to all damages, costs, expenses expenses, and fees, including all reasonable attorneys' fees, fees which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article SixSection 7, whether the same shall be enforced by suit or otherwise, and interest thereon at the Agreement Rate.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either party hereto shall claim In the event that it a Seller Indemnified Party claims that he is entitled to be indemnified pursuant to the terms of this Article SixVIII, it (the "Claiming Party") shall so notify Seller in the case of a claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party (the "Indemnifying Party") shall promptly notify PSI in writing of such claim (a “Seller Notice”) promptly within ninety (90) days after receipt of a notice of such claim or notice of any claim of a third party the Seller Indemnified Party discovers that it may reasonably be expected to result in a claim be entitled to indemnification by PSI hereunder. The Seller Notice shall specify the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document basis for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except obligation and, to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the breach of representationreasonably ascertainable, warranty, or agreement claimed by the Claiming Party and the Losses incurred by, or imposed uponanticipated to be incurred by, the Claiming Seller Indemnified Party on account thereof. If such Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim of the Claiming Party. If such Losses are not liquidated in amount, the notice shall so state and, in such event, a Claim shall be deemed asserted against the Indemnifying Party by the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions Upon receipt of a Seller Notice, PSI shall apply to any Claim of have thirty (30) calendar days from the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available Seller Notice to the Indemnifying Party such assistance and materials as may be reasonably requested of it and the Claiming Party shall have the right, at its expense, to participate in such defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the consent of the Claiming Party, which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. (2) If the Indemnifying Party shall notify the Claiming Seller Indemnified Party that it PSI disputes any Claim made by such claim. If PSI does not timely notify the Claiming Seller Indemnified Party with respect to, and/or it shall refuse or choose not to conduct a defense against, of such Third Party Claimdispute, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without the consent of the Indemnifying Party. Once the amount of such Claim is liquidated claim shall be deemed, conclusively, a liability of PSI hereunder. If PSI does timely notify the Seller Indemnified Party of such dispute, then the Seller Indemnified Party shall have thirty (30) calendar days to respond in a written statement to the objection of PSI. If after such thirty (30) calendar day period there remains a dispute as to any such claim, then the Seller Indemnified Party and PSI shall attempt in good faith for a period not to exceed thirty (30) additional calendar days to agree upon the rights of the respective parties with respect to such claim. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by PSI and the Claim is finally determinedSeller Representative. If the parties do not agree within such additional thirty (30) calendar day period, then the Claiming Seller Indemnified Party shall be entitled to may pursue each any and every remedy all other remedies available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit or otherwisehereunder.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) a. If either party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article Six, it (the "“Claiming Party"”) shall so notify Seller in the case of a claim for indemnification hereunder (a "“Claim"”) by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party (the "“Indemnifying Party"”) in writing of such claim promptly within ninety (90) days after receipt of a notice of such claim or notice of any claim of a third party that may reasonably be expected to result in a claim by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the breach of representation, warranty, or agreement claimed by the Claiming Party and the Losses incurred by, or imposed upon, the Claiming Party on account thereof. If such Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim of the Claiming Party. If such Losses are not liquidated in amount, the notice shall so state and, in such event, a Claim shall be deemed asserted against the Indemnifying Party by the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "“Third Party Claim"”), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) b. The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1i) The Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it and the Claiming Party shall have the right, at its expense, to participate in such defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the consent of the Claiming Party, which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. (2ii) If the Indemnifying Party shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without the consent of the Indemnifying Party. Once the amount of such Claim is liquidated and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either party hereto shall claim In the event that it a PSI Indemnified Party is entitled to be indemnified pursuant to the terms of this Article SixVII, it (the "Claiming Party") shall so notify Seller in the case of a claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer such PSI Indemnified Party or Buyer in shall notify the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party (the "Indemnifying Party") Representative in writing of such claim (a “Claim Notice”) promptly within ninety (90) days after receipt of a the PSI Indemnified Party receives notice of such claim any action, Proceeding, demand, assessment, claim, loss, liability or notice of damages, whether or not involving any claim of a third party party, that may reasonably be expected to result in a claim for indemnification by the Claiming PSI Indemnified Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredSeller and Shareholders; provided, however, that any failure to timely give such notification on a timely basis shall not affect relieve the indemnification provided Seller and Shareholders from their obligation to indemnify any PSI Indemnified Party hereunder except to the extent that such failure to provide such notification actually prejudices the Indemnifying Party shall have been actually prejudiced as a result ability of the Seller Representative to defend against such failureclaim. Such notice The Claim Notice shall specify the breach of representationbasis for the indemnification obligation and, warrantyto the extent reasonably ascertainable, or agreement claimed by the Claiming Party and the Losses incurred by, or imposed uponor, to the extent ascertainable, anticipated to be incurred by, the Claiming PSI Indemnified Party on account thereof. If such Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim of the Claiming Party. If such Losses are not liquidated in amount, the notice shall so state and, in such event, a Claim shall be deemed asserted against the Indemnifying Party by the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (ba) The following provisions shall apply to any Claim claims of the Claiming PSI Indemnified Party that is which are based upon a claim of a third party (a “Third Party Claim:”) (including any form of Proceeding filed or instituted by any Governmental Body). (1i) The Indemnifying Party shallSeller Representative shall have the right, upon receipt of such written notice the Claim Notice and at its his expense, to defend such Third Party Claim in its his own name (on behalf of the Seller and Shareholders) or, if necessary, in the name of the Claiming PSI Indemnified Party, upon delivery to the PSI Indemnified Party, within thirty (30) days after receipt of the Claim Notice, of (A) an irrevocable acknowledgment and agreement that any Losses resulting therefrom shall, subject to the limitations set forth in this Article VII, be indemnifiable Losses for which the PSI Indemnified Party is entitled to indemnification under this Article VII and (B) reasonable evidence that the Seller Representative is and will be able to fund the defense of such Third Party Claim; provided, however, that if the Third Party Claim involves a matter solely of concern to the PSI Indemnified Party in addition to the claim for which indemnification under this Article VII is being sought, such matter of sole concern shall be within the sole responsibility and expense of the PSI Indemnified Party and its counsel. Notwithstanding the foregoing, the Seller Representative shall not have the right to defend any Third Party Claim if (1) such Third Party Claim involves criminal liability or any issue relating to Taxes or seeks an injunction or other equitable relief, (2) there are legal defenses available to the PSI Indemnified Party that are different from or in addition to those available to the Seller Representative or (3) the PSI Indemnified Party has been advised by counsel that an actual or potential conflict of interest exists between the PSI Indemnified Party and the Seller Representative in connection with the defense of such Third Party Claim. (ii) The Claiming PSI Indemnified Party will cooperate with and make available to the Indemnifying Party Seller Representative such assistance (including access to employees) and materials as may be reasonably requested of it the PSI Indemnified Party, and the Claiming PSI Indemnified Party shall have the right, at its the PSI Indemnified Party’s expense, to participate in such defensethe defense of any Third Party Claim. The Indemnifying Party Seller Representative shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, PSI Indemnified Party (which consent shall not be unreasonably withheldwithheld or delayed) unless: (A) such settlement provides the PSI Indemnified Party with a full and unconditional release from such Third Party Claim; provided(B) such settlement does not involve any finding or admission of any violation of any Legal Requirements and (C) the sole relief provided in such settlement is monetary damages that do not exceed an amount equal to (i) Four Million Five Hundred Thousand Dollars ($4,500,000) plus (ii) the Basket Amount (which, howeverfor clarity, that, in making its determination shall remain the applicable PSI Indemnified Parties’ responsibility) less (iii) an amount equal to the aggregate amount of all Losses for which a PSI Indemnified Party has submitted a Claim Notice as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill date of the businesses which it conductssuch settlement. (2iii) If In the Indemnifying Party shall notify event the Claiming Seller Representative notifies the PSI Indemnified Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose Seller Representative does not wish to conduct a defense against, such defend the Third Party Claim, then the Claiming PSI Indemnified Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without only with the consent of the Indemnifying PartySeller Representative (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Upon receipt of a Claim Notice that does not involve a Third Party Claim, the Seller Representative shall have thirty (30) calendar days from the receipt of such Claim Notice to notify the PSI Indemnified Party that the Seller Representative disputes such claim. Once If the Seller Representative does not timely notify the PSI Indemnified Party of such dispute, then the amount of such Claim is liquidated claim shall be deemed, conclusively, a liability of the Seller and Shareholders. If the Seller Representative does timely notify the PSI Indemnified Party of such dispute, then the PSI Indemnified Party shall have thirty (30) calendar days to respond in a written statement to the objection of the Seller Representative. If, after such thirty (30) calendar day period, there remains a dispute as to any such claim, then the PSI Indemnified Party and the Claim is finally determinedSeller Representative shall attempt in good faith for a period not to exceed thirty (30) additional calendar days to agree upon the rights of the respective parties with respect to such claim. If the parties should so agree, the Claiming Party then a memorandum setting forth such agreement shall be entitled to prepared and signed by PSI and the Seller Representative on behalf of the Seller and Shareholders. If the parties do not agree within such additional thirty (30) calendar day period, then the PSI Indemnified Party may pursue each any and every remedy all other remedies available to it hereunder. (c) In the event that a court, arbitrator or other judicial body of competent jurisdiction finally determines (that is, such final determination is not appealable), or the Seller Representative agrees, that the PSI Indemnified Party is entitled to indemnification hereunder for such claim at law a time prior to the Settlement Date, then, except solely as it relates to the Excluded Items as described in Section 7.3(b), below, and except as set forth in Section 12.3, below, the PSI Indemnified Parties’ sole and exclusive remedy shall be for PSI to reduce the number of PSI Shares to be issued on the Settlement Date by a number of PSI Shares equal to the amount of the Losses for which the PSI Indemnified Party is entitled to indemnification hereunder for such claim, whether the same shall be enforced by suit or otherwise, divided by the Base Price; provided, however, that, subject to Section 7.3(b), below, in equity no event shall the number of PSI Shares issued on the Settlement Date be reduced by more than 59,194 shares (as equitably adjusted for any stock splits, stock dividends, recapitalizations or other similar transactions occurring after the date hereof). (d) In the event that a court, arbitrator or other judicial body of competent jurisdiction finally determines (that is, such final determination is not appealable), or the Seller Representative agrees, that the PSI Indemnified Party is entitled to enforce indemnification hereunder for such claim at a time on or following the Settlement Date, then the Seller and the Shareholders shall remit and transfer back to PSI, on behalf of the applicable PSI Indemnified Party, a number of PSI Shares equal to the amount of the Losses for which the PSI Indemnified Party is entitled to indemnification provisions hereunder for such claim, whether the same be enforced by suit or otherwise, divided by the Base Price; provided, however, that, subject to Section 7.3(b), below, in no event shall the number of PSI Shares required to be transferred to PSI pursuant to this Article Six andSection 7.2(d), if when combined with any reduction in the number of PSI Shares issued on the Settlement Date pursuant to Section 7.2(c), exceed, in the aggregate, 59,194 shares (as equitably adjusted for any stock splits, stock dividends, recapitalizations or other similar transactions occurring after the date hereof). (e) To the extent that the aggregate value of the PSI Shares (determined based on the volume-weighted average trading price for PSI’s common stock used in calculating the number of Base Shares (as equitably adjusted for any stock splits, stock dividends, recapitalizations or other similar transactions occurring after the date hereof)) owned by the Seller and the Shareholders as of the date that such claim for indemnification is finally determined is less than the amount of Losses for which the PSI Indemnified Party is entitled to indemnification hereunder for such claim, then, in addition to their obligations under Section 7.2(d), the Seller and the Shareholders shall pay to the applicable PSI Indemnified Party, by wire transfer of immediately available funds, an amount equal to the amount by which such Losses exceed the aggregate value of the PSI Shares previously transferred to PSI pursuant to this Section 7.2(e), net of any taxes, brokerage fees and other costs and expenses actually incurred by the Seller or the Shareholders in connection with the sale of the PSI Shares previously owned thereby; provided, however, that, subject to Section 7.3(b), below, in no event shall the Seller and the Shareholders be required to pay in the aggregate to the PSI Indemnified Parties pursuant to this Section 7.2(e), an amount greater than (i) Four Million Five Hundred Thousand Dollars ($4,500,000) minus (ii) the result of (A) (I) the PSI Shares withheld from issuance pursuant to Section 7.2(c) plus (II) all PSI Shares previously transferred to PSI pursuant to Section 7.2(d), multiplied by (B) the Base Price. (f) In the event it is determined, or the Indemnifying PSI Indemnified Party agrees, that it the PSI Indemnified Party is obligated not entitled to indemnify the Claiming Party indemnification hereunder for such Claimany claim made by a PSI Indemnified Party, the Indemnifying PSI Indemnified Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' ’ fees, which may be have been incurred by the Claiming Seller Representative in defending and/or disputing the claim for indemnification by the PSI Indemnified Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit or otherwiseVII.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixIX, it such party (the "“Claiming Party"”) shall so promptly notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing of such claim (a “Claim Notice”) promptly within ninety (90) days after receipt of a the Claiming Party receives notice of such claim any action, Proceeding, demand, assessment, claim, loss, liability or notice of damages, whether or not involving any claim of a third party (a “Third Party Claim”), that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice The Claim Notice shall specify the basis of such indemnification claim including the specifics regarding any breach of representation, warranty, warranty or agreement covenant claimed by the Claiming Party and the Losses incurred by, or imposed uponanticipated to be incurred by, the Claiming Party on account thereof. If such Losses are final and liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are not liquidated in amountfinal and liquidated, the notice Claim Notice shall so state and, if reasonably possible, the Claiming Party shall make a good faith estimate of the indemnifiable Losses it expects to sustain and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim is Losses are finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim claims of the Claiming Party that is which are based upon a Third Party Claim:Claim (including any form of Proceeding filed or instituted by any Governmental Body): (1i) The Indemnifying Party shallshall have the right (which right may be exercised by providing notice to the Claiming Party), upon receipt of such written notice the Claim Notice and at its expense, to defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if, in addition to the claim for which indemnification under this Article IX is being sought, the Third Party Claim involves a matter with respect to which the Claiming Party agrees in writing that it is not entitled to indemnification hereunder, such matter shall be within the sole responsibility and expense of the Claiming Party and its counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance (including, without limitation, access to employees) and materials as may be reasonably requested of it the Claiming Party, and the Claiming Party shall have the right, at its the Claiming Party’s expense, to participate in such the defense. The Indemnifying Party shall not have the right to settle and compromise such Third Party Claim only claim or consent to the entry of any Order with respect to such claim without the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant conditioned or delayed) unless the following shall apply: (A) such consent, settlement provides the Claiming Party shall be entitled to consider with a full release from such Third Party Claim; and (B) the impact of sole relief provided in such settlement is monetary damages that are paid in full by the proposed settlement upon its reputation and/or the goodwill of the businesses which it conductsIndemnifying Party. (2ii) If In the event the Indemnifying Party shall notify the Claiming Party that it disputes any Claim made by the Claiming Indemnifying Party with respect to, and/or it shall refuse or choose does not wish to conduct a defense against, such defend the Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without or consent to the entry of any Order with respect to such Third Party Claim only with the consent of the Indemnifying Party. Party (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Once the amount of such Claim any claim under this Article IX is liquidated and the Claim claim is finally determined, subject to Section 9.4, below, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six andIX, if it and in the event that there is determined, a (i) final and non-appealable Order from a court of competent jurisdiction or (ii) a final determination through a mutually agreed upon dispute resolution process determining that the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claimclaim, the Indemnifying Party agrees to pay all reasonable and documented costs, expenses and fees, including all reasonable and documented attorneys' ’ fees, which may be are incurred by the Claiming Party in attempting to enforce its indemnification rights under this Article SixIX, whether which the same Indemnifying Party and the Claiming Party agree are due to the Claiming Party or which a court, arbitrator or other judicial body determines are due to the Claiming Party. In the event that there is a (i) final and non-appealable Order from a court of competent jurisdiction or (ii) a final determination through a mutually agreed upon dispute resolution process determining that the Indemnifying Party is not obligated to indemnify the Claiming Party for such claim, the Claiming Party agrees to pay all reasonable and documented costs, expenses and fees, including reasonable and documented attorneys’ fees, which have been incurred by the Indemnifying Party in defending and/or disputing the claim for indemnification by the Claiming Party under this Article IX. (d) Notwithstanding anything to the contrary in this Section 9.3, with respect to the Xxxx County Litigation, as between Buyer and Seller, the Seller shall have the right, post-Closing, to control, contest, defend, or litigate the Xxxx County Litigation and the Buyer’s consent shall not be enforced by suit required for Seller to take any action related thereto in the name of and on behalf of the Company. To the extent reasonably practicable, however, Seller shall consult with the Buyer prior to taking any material action with respect to the Xxxx County Litigation or otherwiseany other claims that may arise from the facts and circumstances underlying such litigation.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim to this Agreement claims that it is entitled to be indemnified pursuant to under the terms of this Article SixVIII, it (the "Claiming Party") shall so will notify Seller in the case of a party against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly within ninety (90) days after discovery of the facts supporting the claim or receipt of a notice of such claim or notice of any claim of a third party (a "Third Party Claim") that may reasonably be expected to result in a claim by the Claiming Party such party against the Indemnifying Party except that party to which such notice shall be given to is given, as the Indemnifying Party within such earlier period of time as case may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredbe; provided, however, that failure to timely give such notification shall will not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Party shall have been is actually prejudiced as a result of such failure. Such notice shall will specify the breach of representation, warranty, covenant or agreement claimed by the Claiming Party and the Losses liability, loss, cost or expense incurred by, by or imposed upon, upon the Claiming Party on account thereofof such breach and will include, if applicable, a copy of any summons, complaint or other court pleading which evidences any Third Party Claim. If such Losses are liability, loss, cost or expense is liquidated in amount, the notice shall so will state such amount and such amount shall will be deemed considered the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice shall will so state and, and in such event, event a Claim shall claim will be deemed considered asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shallmay, upon receipt of such written notice of a Third Party Claim and at its expense, defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, at the Indemnifying Party's expense, and the Claiming Party shall will have the right, at its expense, to participate in such the defense. The Indemnifying Claiming Party shall will not have the right to settle and compromise such any Third Party Claim only with without the prior written consent of the Claiming Indemnifying Party, which consent shall will not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. (2c) If In the event the Indemnifying Party shall notify refuses to, or notifies the Claiming Party that it disputes any Claim made by the Claiming Party with respect refuses to, and/or it shall refuse or choose not to conduct a defense against, such against a Third Party Claim, then the Claiming Party shall will have the right to conduct a defense against such Third Party Claim and shall will have the right to settle and compromise such Third Party Claim without the consent of the Indemnifying Party. Once the amount of such Third Party Claim is liquidated and the Third Party Claim is finally determined, the Claiming Party shall will be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six VIII and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Third Party Claim, the Indemnifying Party agrees to will pay all costs, expenses and fees, including all reasonable attorneys' fees, fees which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article SixVIII, whether the same shall be enforced by suit or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixX, it such party (the "“Claiming Party"”) shall so notify Seller in the case of a party against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such claim promptly within ninety (90) days after receipt of a the Claiming Party receives notice of such claim any Legal Proceeding or otherwise has received notice of any claim of a third party (a “Third Party Claim”) that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice The Claim Notice shall specify the breach of warranty, representation, warranty, agreement or agreement covenant claimed by the Claiming Party and the Losses incurred by, or imposed upon, the Claiming Party on account thereof. If such Losses are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are not liquidated in amountliquidated, the notice Claim Notice shall so state and, in such event, a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdictionDefinitively Resolved. (b) The following provisions shall apply to any Claim claims of the Claiming Party that is which are based upon a Third Party Claim:Claim (including any form of Legal Proceeding or assessment instituted by a Governmental Authority): (1i) The Indemnifying Party shallshall have the right, upon receipt of such written notice the Claim Notice and at its expense, to defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it the Claiming Party, and the Claiming Party shall have the right, at its the Claiming Party’s expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the prior written consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; providedwithheld or delayed). (ii) Regardless of whether the Indemnifying Party elects to defend the Third Party Claim, however, that, in making its determination as the Indemnifying Party shall also have the right within 30 days from receipt of the Claim Notice to whether to grant such consent, notify the Claiming Party that the Indemnifying Party disputes the merits of the Third Party Claim and/or that the Third Party Claim is the subject of indemnification hereunder. Such dispute shall not affect the Indemnifying Party’s right to defend the Third Party Claim under subsection (i), above. Any such dispute shall be entitled resolved pursuant to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conductsdispute resolution procedures set forth in Section 10.3(d), below. (2iii) If In the event the Indemnifying Party shall notify the Claiming Party that it disputes any Claim made by the Claiming Indemnifying Party with respect todoes not wish to defend, and/or it shall refuse or choose not fails to conduct a defense againstadequately defend, such Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim in such manner as it may deem appropriate and seek indemnification pursuant to this Article X as to any Losses. (c) Upon receipt of a Claim Notice that does not involve a Third Party Claim, the Indemnifying Party shall have 30 days from the right receipt of such Claim Notice to settle and compromise notify the Claiming Party that the Indemnifying Party disputes such Third claim. If the Indemnifying Party Claim without does not timely notify the consent Claiming Party of such dispute, then the amount of such claim shall be deemed, conclusively, a liability of the Indemnifying Party hereunder. If the Indemnifying Party does timely notify the Claiming Party of such dispute, then such dispute shall be resolved pursuant to the dispute resolution procedures set forth in Section 10.3(d), below. (d) In the event the Indemnifying Party timely notifies the Claiming Party of a dispute with respect to a claim pursuant to Section 10.3(b)(ii) or Section 10.3(c), above, the Claiming Party shall have 30 days after receiving notice of such dispute to respond in a written statement to the objection of the Indemnifying Party. Once If after such 30-day period there remains a dispute as to any such claim, then the Claiming Party and the Indemnifying Party shall attempt in good faith for a period not to exceed 30 additional days to agree upon the rights of the respective parties with respect to such claim. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent. If the parties do not agree within such additional 30-day period, then the matter shall become an “Arbitrable Claim” and shall be submitted to arbitration pursuant to the following procedures: (i) Any Arbitrable Claim under this Agreement shall be submitted to final and binding arbitration in Denver, Colorado, which arbitration shall, except as herein specifically stated, be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”) then in effect; provided, however, that in the event of an arbitration, the arbitration provisions of this Agreement shall govern over any conflicting rules which may now or hereafter be contained in the AAA Rules. (ii) The final decision of the arbitrator shall be furnished in writing to Parent and the Shareholder Representatives and shall contain the arbitrator’s conclusions and rationale for those conclusions, shall be based on applicable law, and shall constitute a conclusive determination of the issue in question, binding upon the parties to this Agreement and the Participating Shareholders. The arbitrator shall have the authority to grant any equitable and legal remedies that would be available in a judicial proceeding instituted to resolve an Arbitrable Claim. Any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction over the subject matter thereof. (iii) Any such arbitration shall be conducted before a single arbitrator, who will be compensated for his or her services, as provided below in Section 10.3(d)(v), at a rate to be determined by the parties or pursuant to the AAA Rules, but based upon reasonable hourly or daily consulting rates for the arbitrator in the event Parent and the Shareholder Representatives are not able to agree upon his or her rate of compensation. (iv) Parent and the Shareholder Representatives shall select the arbitrator by mutual agreement promptly following initiation of arbitration in accordance with the AAA Rules; provided, however, that in the event Parent and the Shareholder Representatives are unable to reach such agreement within twenty (20) days of initiation, the AAA shall have the authority to select an arbitrator from a list of arbitrators who are partners in a nationally or regionally recognized firm of independent certified public accountants from the management advisory services department (or comparable department or group) of such firm or who are partners in a major law firm; provided, however, that such accounting firm or law firm cannot be a firm that has within the last three (3) years rendered, or is then rendering, services to any party hereto or, in the case of a law firm, appeared within the last three (3) years, or is then appearing, as counsel of record in opposition to any party hereto. Any arbitrator selected to serve shall be qualified by training and experience for the matters for which such arbitrator is designated to serve. (v) Except as provided herein, the prevailing party in any arbitration shall be entitled to an award of reasonable attorneys’ fees and charges and/or costs of arbitration, and all costs of arbitration, including those provided for above, will be paid by the losing party, subject in each case to a determination by the arbitrator as to which party is the prevailing party and the amount of such Claim is liquidated fees and costs to be paid by the Claim is finally determinedlosing party. (vi) The arbitrator chosen in accordance with these provisions shall not have the power to alter, amend, or otherwise affect the Claiming Party shall be entitled to pursue each and every remedy available to it at law terms of these arbitration provisions or in equity to enforce the indemnification provisions of this Article Six andAgreement, if it is determinedthe Escrow Agreement, or the Indemnifying Party agrees, any other documents that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party are executed in attempting to enforce indemnification connection therewith. (vii) Arbitration under this Article Six, whether the same Section 10.3(d) shall be enforced by suit or otherwisethe sole and exclusive remedy of the parties for any Arbitrable Claim arising out of this Agreement.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixXIII, it (the "Claiming Party") shall so notify Seller in the case of a party against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly within ninety sixty (9060) days after receipt of a the Claiming Party receives notice of such claim any action, proceeding, demand or assessment or otherwise has received notice of any claim of a third party that may reasonably be expected to result in a claim for 37 indemnification by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party Party, or within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, howeverPROVIDED, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the breach of representation, warranty, warranty or agreement claimed by the Claiming Party and the Losses incurred by, or imposed upon, the Claiming Party on account thereof. thereof If such Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim claim of the Claiming Party that which is based upon (1) a Third Party Claimsuit, action or proceeding filed or instituted by any third party, or (2) any form of proceeding or assessment instituted by any governmental entity: (1i) The Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such Third Party Claim claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, and the Claiming Party shall have the right, at its expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, that, in making its determination as ). If the proceeding involves a matter solely of concern to whether to grant such consent, the Claiming Party and not subject to indemnification under this Article XIII in addition to the claim for which indemnification under this Article XIII is being sought, such matter of sole concern shall be entitled to consider within the impact sole responsibility of the proposed settlement upon Claiming Party and its reputation and/or the goodwill of the businesses which it conductscounsel. (2ii) If In the event the Indemnifying Party shall notify the Claiming Party that it disputes any Claim claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, against such Third Party Claimclaim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim claim and shall have the right to settle and compromise such Third Party Claim claim without the consent of the Indemnifying Party. Once the amount of such Claim claim is liquidated and the Claim claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six XIII and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claimclaim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article SixXIII, whether the same shall be enforced by suit or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim to this Agreement claims that it is entitled to be indemnified pursuant to under the terms of this Article SixVIII, it (the "Claiming Party") shall so will notify Seller in the case of a party against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly within ninety (90) days after discovery of the facts supporting the claim or receipt of a notice of such claim or notice of any claim of a third party (a "Third Party Claim") that may reasonably be expected to result in a claim by the Claiming Party such party against the Indemnifying Party except that party to which such notice shall be given to is given, as the Indemnifying Party within such earlier period of time as case may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredbe; provided, however, that failure to timely give such notification shall will not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Party shall have been is actually prejudiced as a result of such failure. Such notice shall will specify the breach of representation, warranty, covenant or agreement claimed by the Claiming Party and the Losses liability, loss, cost or expense incurred by, by or imposed upon, upon the Claiming Party on account thereofof such breach and will include, if applicable, a copy of any summons, complaint or other court pleading which evidences any Third Party Claim. If such Losses are liability, loss, cost or expense is liquidated in amount, the notice shall so will state such amount and such amount shall will be deemed considered the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice shall will so state and, and in such event, event a Claim shall claim will be deemed considered asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shallmay, upon receipt of such written notice of a Third Party Claim and at its expense, defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, at the Indemnifying Party's expense, and the Claiming Party shall will have the right, at its expense, to participate in such the defense. The Indemnifying Claiming Party shall will not have the right to settle and compromise such any Third Party Claim only with without the prior written consent of the Claiming Indemnifying Party, which consent shall will not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. (2c) If In the event the Indemnifying Party shall notify notifies the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not refuses to conduct a defense against, such against a Third Party Claim, then the Claiming Party shall will have the right to conduct a defense against such Third Party Claim and shall will have the right to settle and compromise such Third Party Claim without the consent of the Indemnifying Party. Once the amount of such Third Party Claim is liquidated and the Third Party Claim is finally determined, the Claiming Party shall will be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six VIII and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Third Party Claim, the Indemnifying Party agrees to will pay all costs, expenses and fees, including all reasonable attorneys' fees, fees which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article SixVIII, whether the same shall be enforced by suit or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) A. If either party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article Six, it (the "Claiming Party") shall so notify Seller in the case of a claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party (the "Indemnifying Party") in writing of such claim promptly within ninety (90) days after receipt of a notice of such claim or notice of any claim of a third party that may reasonably be expected to result in a claim by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the breach of representation, warranty, warranty or agreement claimed by the Claiming Party and the Losses incurred by, or imposed upon, the Claiming Party on account thereof. If such Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim of the Claiming Party. If such Losses are not liquidated in amount, the notice shall so state and, in such event, a Claim shall be deemed asserted against the Indemnifying Party by the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice thereforetherefor. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) B. The following provisions shall apply to any Claim of the Claiming Party that which is based upon a Third Party Claim: (1) a. The Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, and the Claiming Party shall have the right, at its expense, to participate in such defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the consent of the Claiming Party, which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. (2) b. If the Indemnifying Party shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without the consent of the Indemnifying Party. Once the amount of such Claim is liquidated and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either party hereto In the event that any Buyer Indemnified Party or Company Indemnified Party shall claim that it is entitled to be indemnified indemnified, defended or held harmless pursuant to the terms of this Article Six10 (each, it a “Claim”), such party (the "“Claiming Party"”) shall so notify Seller in the case of a claim for indemnification hereunder (a "Claim") by any Seller, if the Claiming Party who or which is a Buyer Indemnified Party, or the Buyer, if a Company Indemnified Party or Buyer in is the case of a Claim by a Claiming Party who (in either case, the parties or which is a Seller Indemnified Party (the "parties to be notified are referred to as “Indemnifying Party"”) in writing (a “Claim Notice”) of such claim Claim promptly within ninety (90) days after receipt of a notice of such claim or the Claiming Party receives notice of any action, Proceeding, demand or assessment or otherwise has received notice or become aware of any claim of a third party that may reasonably be expected to result in a claim Claim by the Claiming Party against the Indemnifying Party except (provided that notice shall be given to in the Indemnifying Party within event of a delay in giving such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; providednotice, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually not be relieved of its indemnification obligations hereunder unless it is materially prejudiced as a result of such failurethereby). Such notice The Claim Notice shall specify the breach of representation, warranty, agreement or agreement covenant or other basis for indemnification claimed by the Claiming Party and the Losses incurred by, or actually or potentially imposed upon, the Claiming Party on account thereof. If such Losses are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the Claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice Claim Notice shall so state and, and in such event, event a Claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim Claims of the Claiming Party that is which are based upon a Third claim by a third-party (a “Third-Party Claim”) (including any form of Proceeding filed or instituted by any Governmental Body), except as otherwise provided in Article 11 with respect to Tax Audits: (1i) The Indemnifying Party shallshall have the right, upon receipt of such written notice the Claim Notice and at its expense, to defend such Third Third-Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it the Claiming Party, and the Claiming Party shall have the right, at its the Claiming Party’s expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Third-Party Claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, thatwithheld or delayed). Notwithstanding anything to the contrary contained herein, in making the event that Buyer determines in its determination as reasonable judgment that (x) there is a probability that the amount of Loss claimed will be greater than the Escrow; (y) the Claims include claims seeking equitable or other non-monetary relief, or (z) there is a probability that a Third-Party Claim may adversely affect its rights to whether conduct the Business after the Closing Date, then Buyer may, by written notice to grant the Seller, assume the exclusive right to control, defend, compromise, or settle such consentThird-Party Claim and the amount of such Loss, if any, and the reasonable fees and expenses of counsel shall be considered Losses for purposes of this Agreement. In all such cases, the Claiming Indemnifying Party shall be entitled will have the right to consider participate, at Indemnifying Party’s expense, in the impact defense or settlement of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conductssuch claim with counsel reasonably satisfactory to Buyer. (2ii) If the Indemnifying Party elects to defend the Third-Party Claim, and as a condition thereto, the Indemnifying Party shall acknowledge its indemnification obligations hereunder with respect to such Third-Party Claim and shall thereby waive its right to dispute the merits of the Third-Party Claim or to otherwise dispute that the Third-Party Claim is the subject of indemnification hereunder. (iii) In the event the Indemnifying Party shall notify the Claiming Party that it disputes any the Indemnifying Party does not wish to defend the Third-Party Claim made by (or otherwise under the Claiming Party with respect tocircumstances described in either of the penultimate sentence of Section 10.4(b)(i)), and/or it shall refuse or choose not to conduct a defense against, such Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Third-Party Claim and shall have the right to settle and compromise such Third Third-Party Claim if it acts reasonably and in good faith upon ten (10) days’ notice to, but without having to first obtain the consent of, the Indemnifying Party. (c) Upon receipt of a Claim Notice that does not involve a Third-Party Claim, the Indemnifying Party shall have thirty (30) days from the receipt of such Claim Notice to notify the Claiming Party that the Indemnifying Party disputes such Claim. If the Indemnifying Party does not timely notify the Claiming Party of such dispute, then the amount of such Claim shall be deemed, conclusively, a liability of the Indemnifying Party hereunder. If the Indemnifying Party does timely notify the Claiming Party of such dispute, then the Claiming Party shall have thirty (30) days to respond in a written statement to the objection of the Indemnifying Party. If after such thirty (30)-day period there remains a dispute as to any such Claim, then the Claiming Party and the Indemnifying Party shall attempt in good faith for a period not to exceed thirty (30) additional days to agree upon the rights of the respective parties with respect to such Claim. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by the Buyer and the Seller. If the parties do not agree within such additional thirty (30)-day period, then the Claiming Party may pursue any and all other remedies available to it hereunder. (d) Once the amount of such any Claim under this Article 10 is liquidated and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six 10 and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, ’ fees which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six10, whether the same shall be enforced by suit or otherwiseotherwise which the Indemnifying Party and the Claiming Party agree are due to the Claiming Party or which a court, arbitrator or other judicial body determines are due to the Claiming Party.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a1) If either a party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixArticle, it (the "Claiming Party") shall so notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly within ninety sixty (9060) days after receipt of a the Claiming Party receives notice of such claim any action, proceeding, demand or assessment or otherwise has received notice of any claim of a third party that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredParty; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been is actually prejudiced as a result of such failure. Such notice shall specify the breach of representation, warranty, warranty or agreement claimed by the Claiming Party and the Losses incurred by, by or imposed upon, upon the Claiming Party on account thereof. If such Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b2) The following provisions shall apply to any Claim claim of the Claiming Party that which is based upon (i) a Third Party Claimsuit, action or proceeding filed or instituted by any third party, or (ii) any form of proceeding or assessment instituted by any governmental entity: (1) The Indemnifying Party shall, upon receipt of such written notice and at its expense, actively and in good faith defend such Third Party Claim claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if the proceeding involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under this Agreement is being sought, such matter shall be within the sole responsibility of the Claiming Party and its counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, and the Claiming Party shall have the right, at its expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts). (2) If the Indemnifying Party shall notify notifies the Claiming Party that it disputes any Claim claim made by the Claiming Party with respect to, and/or it shall refuse or choose not fails to conduct a defense against, defend such Third Party Claimclaim actively and in good faith, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim claim and shall have the right to settle and compromise such Third Party Claim claim upon three (3) days notice to, but without the consent of of, the Indemnifying Party. Once the amount of such Claim claim is liquidated and the Claim claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six Agreement and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claimclaim, the Indemnifying Party agrees to pay all costs, expenses and fees, including including, without limitation, all reasonable attorneys' fees, fees which may be incurred by the Claiming Party in enforcing or attempting to enforce indemnification under this Article SixAgreement, whether the same shall be enforced by suit or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it it, he or she is entitled to be indemnified pursuant to the terms of this Article SixX, it such party (the "“Claiming Party"”) shall so notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing (each, a “Claims Notice”) of such claim promptly within ninety thirty (9030) days after receipt of a notice of such claim or the Claiming Party receives notice of any demand, claim or circumstance which is reasonably likely to give rise to a claim or the commencement of a third party any Proceeding (an “Asserted Liability”) that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredParty; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice Each Claims Notice shall specify describe the breach Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of representation, warranty, the Losses that have been or agreement claimed may be suffered by the Claiming Party; provided, however, that failure to provide such reasonable detail shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure; and the Losses incurred byprovided, or imposed uponfurther, that in no event shall the Claiming Party’s right to recoup Losses from the Indemnifying Party on account thereofbe limited to the amount set forth or estimated in the Claims Notice. If such Losses are liquidated in amount, the notice Claims Notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice Claims Notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim claims of the Claiming Party that is which are based upon a Third Party Claim:Proceeding filed or instituted by any third Person (including, without limitation, any Governmental Body): (1i) The Upon receipt of a Claims Notice involving an Asserted Liability against or sought to be collected by a third Person, the Indemnifying Party shallshall have twenty (20) days within which to notify the Claiming Party (A) whether the Indemnifying Party disputes the Indemnifying Party’s liability for indemnification under this Article X with respect to such Asserted Liability, upon receipt of and (B) if the Indemnifying Party does not dispute the Indemnifying Party’s liability for indemnification under this Article X with respect to such written notice and at its expenseAsserted Liability, whether the Indemnifying Party desires to defend against such Third Asserted Liability. If the Indemnifying Party Claim in its own name or, if necessary, in the name of notifies the Claiming Party, within such twenty (20) day period, that the Indemnifying Party does not dispute the Indemnifying Party’s obligation to indemnify under this Article X and desires to defend against such Asserted Liability, then the Indemnifying Party shall assume the defense of such Asserted Liability with counsel of the Indemnifying Party’s choice and, after notice from the Indemnifying Party to the Claiming Party of its election to assume the defense of such Asserted Liability, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Claiming Party under this Article X for any fees of other counsel or any other expenses with respect to the defense of such Asserted Liability, in each case subsequently incurred by the Claiming Party in connection with the defense of such Asserted Liability. The Claiming Party will cooperate shall cooperate, at the Indemnifying Party’s expense (only with respect to out-of-pocket expenses incurred by the Claiming Party), in the compromise of, or defense against such Asserted Liability and make available to may participate in, but not control, such Asserted Liability at its own expense. If the Indemnifying Party is controlling the defense of an Asserted Liability, no compromise or settlement of such assistance and materials as Asserted Liability may be reasonably requested of it and the Claiming Party shall have the right, at its expense, to participate in such defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the consent of effected without the Claiming Party, ’s consent (which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, withheld unreasonably) unless (I) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no affect on any other claims that may be made against the Claiming Party, and (II) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If a Claims Notice is given to an Indemnifying Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. (2) If and the Indemnifying Party shall does not, within twenty (20) days after receipt of the Claims Notice, notify the Claiming Party that it disputes accepts the Indemnifying Party’s liability for indemnification and that it elects to assume the defense of such Asserted Liability, then the Claiming Party will have the right to conduct a defense of the Asserted Liability, the Indemnifying Party will be bound by any Claim determination made with respect to such Asserted Liability or any compromise or settlement effected by the Claiming Party and the Indemnifying Party will be responsible for paying all reasonable professional fees incurred by the Claiming Party in connection with such defense. (ii) Notwithstanding the foregoing, if the Claiming Party determines in good faith that an Asserted Liability is likely to affect adversely it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, then the Claiming Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Asserted Liability, and the Indemnifying Party shall remain subject to its indemnification obligations with respect toto such Asserted Liability hereunder, and/or it but the Indemnifying Party will not be bound by any determination of an Asserted Liability so defended or any compromise or settlement effected without its consent (which may not be withheld unreasonably). (c) Upon receipt of a Claims Notice involving an Asserted Liability that does not involve an Asserted Liability against or sought to be collected by a third Person, the Indemnifying Party shall refuse or choose have twenty (20) days from the receipt of a Claims Notice to notify the Claiming Party that the Indemnifying Party disputes such Asserted Liability. If the Indemnifying Party does not so notify the Claiming Party, then the amount of such Asserted Liability shall be deemed, conclusively, a liability of the Indemnifying Party hereunder. If the Indemnifying Party shall object in writing to conduct a defense against, such Third Party ClaimAsserted Liability, then the Claiming Party shall have twenty (20) days to respond in a written statement to the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without the consent objection of the Indemnifying Party. Once If after such twenty (20) day period there remains a dispute as to any Asserted Liability, then the amount parties shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to such Claim is liquidated Asserted Liability. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If the Claim is finally determinedparties do not agree, then the Claiming Party shall be entitled to may pursue each and every remedy any other remedies available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit or otherwiseit.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either party hereto In the event that any of the Buyer Indemnitees or the Seller Indemnitees, as the case may be, shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixX, it (the "“Claiming Party"”) shall so notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing (each, a “Claims Notice”) of such claim promptly within ninety thirty (9030) days after receipt of a notice of such claim or the Claiming Party receives notice of any demand, claim or circumstance which is reasonably likely to give rise to a claim or the commencement of a third party any Proceeding (an “Asserted Liability”) that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party, which Claims Notice shall include the deadline of any responsive filing or pleading of which the Claiming Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredhas actual notice; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Such notice Each Claims Notice shall specify describe the breach Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of representation, warranty, the Losses that have been or agreement claimed may be suffered by the Claiming Party Party; provided, however, that failure to provide such reasonable detail shall not affect the indemnification provided hereunder except to the extent that such failure shall actually and materially prejudice the Losses incurred byIndemnifying Party; and provided, or imposed uponfurther, that in no event shall the Claiming Party’s right to recover Losses from the Indemnifying Party on account thereofbe limited to the amount set forth or estimated in such Claims Notice. If such the amount of Losses are liquidated in amountliquidated, the notice each Claims Notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such the amount of Losses are not liquidated in amountliquidated, the notice each Claims Notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim Losses is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim claims of the Claiming Party that is which are based upon a Third Party ClaimProceeding filed or instituted by any third Person, including by any Governmental Body: (1i) The Indemnifying Party shall, upon Upon receipt of a Claims Notice involving an Asserted Liability against or sought to be collected by any such written notice and at its expensethird Person, defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it and the Claiming Party shall have the right, at its expense, to participate in such defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the consent of the Claiming Party, which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. (2) If the Indemnifying Party shall notify the Claiming Party prior to the earlier of twenty (20) days after its receipt of such Claims Notice or fifteen (15) days prior to the deadline of any responsive filing or pleading required in such Proceeding (A) if the Indemnifying Party disputes the Indemnifying Party’s liability for indemnification under this Article X with respect to such Asserted Liability and whether the Indemnifying Party desires to defend against such Asserted Liability; or (B) if the Indemnifying Party does not dispute the Indemnifying Party’s liability for indemnification under this Article X with respect to such Asserted Liability and whether the Indemnifying Party desires to defend against such Asserted Liability. (ii) If the Indemnifying Party notifies the Claiming Party, prior to the earlier of twenty (20) days after its receipt of the Claims Notice or fifteen (15) days prior to the deadline of any responsive filing or pleading required in such Proceeding, that the Indemnifying Party does not dispute the Indemnifying Party’s obligation to indemnify under this Article X and desires to defend against such Asserted Liability, then the Indemnifying Party shall assume the defense of such Asserted Liability with counsel of the Indemnifying Party’s choice (reasonably acceptable to the Claiming Party) and, after notice from the Indemnifying Party to the Claiming Party of its election to assume the defense of such Asserted Liability, the Indemnifying Party will not, as long as it disputes diligently conducts such defense, be liable to the Claiming Party under this Article X for any Claim made fees of other counsel or any other expenses with respect to the defense of such Asserted Liability, in each case subsequently incurred by the Claiming Party in connection with respect tothe defense of such Asserted Liability. The Claiming Party shall cooperate, and/or it at the Indemnifying Party’s expense, in the compromise of, or defense against, such Asserted Liability and may participate in, but not control, such Asserted Liability at its own expense. If the Indemnifying Party is controlling the defense of an Asserted Liability, no compromise or settlement of such Asserted Liability may be effected without the Claiming Party’s prior written consent (which consent shall refuse not be unreasonably withheld or choose delayed) unless (A) there is no finding or admission of any violation by the Claiming Party of any Law or the rights of any Person, and no effect on any other claims that may be made against the Claiming Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Indemnifying Party notifies the Claiming Party, prior to the earlier of twenty (20) days after its receipt of the Claims Notice or fifteen (15) days prior to the deadline of any responsive filing or pleading required in such Proceeding, that the Indemnifying Party does not dispute the Indemnifying Party’s obligation to indemnify under this Article X, but does not notify the Claiming Party within such period that the Indemnifying Party elects to assume the defense of such Asserted Liability, then the Claiming Party will have the right to conduct a defense againstof the Asserted Liability until and unless the Indemnifying Party subsequently elects to assume the defense of such Assumed Liability, and the Indemnifying Party will be bound by any determination made with respect to such Asserted Liability or any compromise or settlement effected by the Claiming Party and the Indemnifying Party will be responsible for paying all fees and expenses incurred by the Claiming Party in connection with such defense incurred up until the Indemnifying Party does in fact assume such defense. (iii) If the Indemnifying Party notifies the Claiming Party prior to the earlier of twenty (20) days after its receipt of the Claims Notice or fifteen (15) days prior to the deadline of any responsive filing or pleading required in such Proceeding, that the Indemnifying Party disputes the Indemnifying Party’s obligation to indemnify under this Article X, or does not respond to the Claims Notice as required by Paragraph 10.3(b)(i), above, within such period, then the Claiming Party will have the right to conduct a defense of the Asserted Liability and the Indemnifying Party will be bound by any determination made with respect to such Asserted Liability or any compromise or settlement effected by the Claiming Party; provided, that the Claiming Party’s assumption of such defense shall not constitute a waiver of any right to receive indemnification against Losses under Paragraphs 10.1 or 10.2, above, as the case may be, including, without limitation, any fees and expenses relating to such defense. If the Indemnifying Party subsequently requests to assume the defense of such Asserted Liability and the Claiming Party elects to allow the Indemnifying Party to assume such defense of such Asserted Liability, such Third election not to be unreasonably withheld or delayed, then the Indemnifying Party Claimshall assume the defense of such Asserted Liability in accordance with the provisions of Paragraph 10.3(b)(ii), above; provided, that (A) the Indemnifying Party shall not have the right to seek reimbursement or payment from the Claiming Party of any fees or expenses incurred, or payments made, by the Indemnifying Party in defense, settlement or satisfaction of such Asserted Liability, (B) the Indemnifying Party shall agree in writing to waive all rights and claims against the Claiming Party in connection with such Asserted Liability, (C) all rights of the Claiming Party to seek indemnification from the Indemnifying Party with respect to the Asserted Liability shall remain in full force and effect, and (D) the Indemnifying Party’s assumption of such defense shall not constitute an admission of any liability for indemnification against Losses under Paragraphs 10.1 or 10.2, above, as the case may be, with respect to such Asserted Liability. (iv) Notwithstanding the foregoing, if the Claiming Party determines in good faith that an Asserted Liability is likely to adversely affect it or any Affiliate other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Claiming Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Asserted Liability, but the Indemnifying Party will not be bound by any determination of an Asserted Liability so defended or any compromise or settlement effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). (c) Upon receipt of a Claims Notice involving an Asserted Liability that does not involve an Asserted Liability against or sought to be collected by any third Person, including any Governmental Body, then the Indemnifying Party shall have thirty (30) days from the receipt of such Claims Notice to notify the Claiming Party that the Indemnifying Party disputes such Asserted Liability. If the Indemnifying Party does not so notify the Claiming Party, then the amount of such Asserted Liability shall be deemed, conclusively, a liability of the Indemnifying Party hereunder. If the Indemnifying Party shall object in writing to such Asserted Liability as provided herein, then the Claiming Party shall have thirty (30) days to respond in a written statement to the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without the consent objection of the Indemnifying Party. Once If after such thirty (30) day period there remains a dispute as to such Asserted Liability, then the amount parties shall attempt in good faith for an additional period of thirty (30) days to agree upon the rights of the respective parties with respect to such Claim is liquidated Asserted Liability. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If the Claim is finally determinedparties do not so agree, then the Claiming Party shall be entitled to may pursue each and every remedy any other remedies available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit hereunder or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (ai) If either party hereto In the event that any Party shall claim that it is entitled to be indemnified pursuant to the terms of this Article Six, it Section 9 (the "“Claiming Party") ”), the Claiming Party shall so notify Seller in the case of a Party against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing of such claim promptly within ninety (90) thirty days after receipt of a the Claiming Party receives notice of such claim any action, proceeding, demand or assessment or otherwise has received notice of any claim of a third party that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredParty; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the breach of representation, warranty, agreement or agreement covenant claimed by the Claiming Party and the Losses incurred by, or imposed upon, upon the Claiming Party on account thereof. If such Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (bii) The following provisions shall apply to any Claim claim of the Claiming Party that which is based upon (A) a Third Party Claim:suit, action or proceeding filed or instituted by any third party, or (B) any form of proceeding or assessment instituted by any governmental entity. (1) The Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it and the Claiming Party shall have the right, at its expense, to participate in such defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the consent of the Claiming Party, which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. (2) If the Indemnifying Party any third party shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct any matter (a defense against, such “Third Party Claim”) which may give rise to a claim of indemnification from the Indemnifying Party under this Section 9, then the Claiming Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Claiming Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced by such delay. (2) The Indemnifying Party will have the right to conduct a assume the defense against such of the Third Party Claim with counsel of its choice reasonably satisfactory to the Claiming Party at any time within 15 days after the Claiming Party has given notice of the Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third Party Claim actively and shall have diligently thereafter in order to preserve its rights in this regard; and provided further that the right Claiming Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim. (3) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 9(c)(ii)(2) above, (A) the Indemnifying Party will not consent to settle and compromise such the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Claiming Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Claiming Party and (B) the Claiming Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party. Once Party (not to be withheld unreasonably). (4) In the amount event the Indemnifying Party does not assume and conduct the defense of such the Third Party Claim is liquidated and the Claim is finally determinedin accordance with Section 9(c)(ii)(2) above, however, (A) the Claiming Party shall be entitled may defend against, and consent to pursue each the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claimneed not consult with, or obtain any consent from, the Indemnifying Party agrees to pay all costs, expenses in connection therewith) and fees, including all reasonable attorneys' fees, which may be incurred by (B) the Indemnifying Party will remain responsible for any Losses the Claiming Party may suffer resulting from, arising out of, relating to, in attempting the nature of, or caused by the Third Party Claim to enforce indemnification under the fullest extent provided in this Article Six, whether the same shall be enforced by suit or otherwiseSection 9.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixParagraph 6, it or he (the "Claiming Party") shall so notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly within ninety forty-five (9045) days after receipt of a notice of such claim or notice of any claim of a third party that may reasonably be expected to result in a claim by the Claiming Party such party against the Indemnifying Party except that party to whom such notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failuregiven. Such notice shall specify the breach of representation, warranty, warranty or agreement claimed by the Claiming Party and the Losses liability, loss, cost or expense incurred by, or imposed upon, the Claiming Party on account thereofof any such liability, loss, cost or expense. Failure to give such notice will not relieve Indemnifying Party of its indemnification obligation, except to the extent the defense of the Indemnifying Party against such claim was prejudiced. If such Losses are liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case claim of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdictiondeemed undetermined. (b) The following provisions If such claim shall apply to any Claim involve a suit, claim or demand of a third party, the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such Third Party Claim claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if the proceeding involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under this Paragraph 6 is being sought, such matter of sole concern shall be within the sole responsibility of the Claiming Party and its counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, and the Claiming Party shall have the right, at its expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant that such consent, consent can be reasonably withheld if the Claiming Party shall be entitled to consider party from which such consent is requested is not fully released by the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conductssettlement). (2c) If In the event the Indemnifying Party shall notify the Claiming Party that it disputes any Claim claim made by the Claiming Party with respect to, and/or it shall refuse or choose not fail to conduct undertake a defense against, against such Third Party Claimclaim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim claim and shall have the right to settle and compromise such Third Party Claim claim upon five (5) days notice to, but without the consent of of, the Indemnifying Party. Once the amount of such Claim claim is liquidated and the Claim claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six Paragraph 6 and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claimclaim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, fees which may be incurred by the Claiming Party in attempting its efforts to enforce indemnification under this Article SixParagraph 6, whether the same shall be enforced by suit or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixSection 7.2, it (the "“Claiming Party"”) shall so notify Seller in the case of a party against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing (the “Claims Notice”) of such claim promptly within ninety (90) days a reasonable period of time after receipt of a notice of such claim or the Claiming Party receives notice of any demand, claim or circumstance which, is reasonably likely to give rise to a claim or the commencement of a third party any Proceeding (an “Asserted Liability”) that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party except that notice shall be given Party, or such earlier time as is reasonable and appropriate to avoid prejudice to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredParty; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice The Claims Notice shall specify describe the breach Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of representation, warranty, the losses that have been or agreement claimed are expected to suffered by the Claiming Party and the Losses incurred byParty; provided, or imposed uponhowever, that in no event shall the Claiming Party’s right to recoup losses from the Indemnifying Party on account thereofbe limited to the amount set forth or estimated in the Claims Notice if such notice is reasonable under the circumstances. If such Losses losses are liquidated in amount, the notice Claims Notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice Claims Notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In Seller shall be entitled to apply amounts held under the case Escrow Agreement to pay and/or satisfy Losses and/or settlements in respect of a Claim other than one claims for which Seller is based upon a Proceeding by obligated to indemnify Buyer or any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such disputeBuyer Indemnitees, and if not resolved through negotiationsBuyer shall cooperate in all reasonable respects and in a timely manner to permit said uses, such dispute shall be resolved as requested by litigation in an appropriate court of competent jurisdictionSeller from time to time. (b) The following provisions shall apply to any Claim claims of the Claiming Party that is which are based upon a Third Party Claimany claim or Proceeding made, filed or instituted by any third party or by any Governmental Body: (1i) The Indemnifying Party shall, upon Upon receipt of such written notice and at its expensea Claims Notice involving an Asserted Liability against, defend such Third Party Claim in its own name oror sought to be collected by a third party from, if necessary, in the name of the Claiming Party, the Indemnifying Party shall have a reasonable period of time (but in any event in such period of time as is reasonable and appropriate to avoid prejudice to the Claiming Party) within which to notify the Claiming Party whether the Indemnifying Party desires to defend against such Asserted Liability. If the Indemnifying Party so notifies the Claiming Party that the Indemnifying Party desires to defend against such Asserted Liability, then the Indemnifying Party shall assume the defense of such Asserted Liability with counsel of the Indemnifying Party’s choice and, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Claiming Party under this Section 7.2 for any fees of other counsel or any other expenses with respect to the defense of such Asserted Liability, in each case incurred by the Claiming Party in connection with such Asserted Liability. The Claiming Party will cooperate with shall cooperate, at the Indemnifying Party’s expense, in the compromise of, or defense against such Asserted Liability and make available to may participate in, but not control, such Asserted Liability at its own expense. If the Indemnifying Party is controlling the defense of an Asserted Liability, no compromise or settlement of such assistance and materials as Asserted Liability may be reasonably requested of it and the Claiming Party shall have the right, at its expense, to participate in such defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the consent of effected without the Claiming Party, ’s consent (which consent shall not be unreasonably withheld; provided, however, thatwithheld unreasonably) unless the sole relief provided is monetary damages that are paid or provided for in full by the Indemnifying Party, in making its determination as to whether to grant such consent, which event the Claiming Party shall be entitled promptly consent thereto. If a Claims Notice is given to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. (2) If an Indemnifying Party and the Indemnifying Party shall does not timely notify the Claiming Party that it disputes any Claim made by does not elects to assume the defense of such Asserted Liability, the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such Third Party Claim, then the Claiming Party shall will have the right to conduct a defense against of the Asserted Liability in a reasonable and prudent manner and, subject to all of the limitations on indemnification set forth in this Agreement, the Indemnifying Party will be bound by any reasonable and prudent compromise or settlement made with respect to such Third Asserted Liability effected by the Claiming Party. (ii) Notwithstanding the foregoing, if an Asserted Liability is likely to adversely affect a Claiming Party Claim and shall or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement or the Indemnification Agreement, such Claiming Party may, by notice to the Indemnifying Party, have the right to jointly defend, compromise or settle and compromise such Third Party Claim without the consent of the Indemnifying Party. Once the amount of such Claim is liquidated and the Claim is finally determinedAsserted Liability, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or but the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, will not be bound by any determination of an Asserted Liability so defended or any compromise or settlement effected without its consent (which may not be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit or otherwisewithheld unreasonably).

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto (the "Claiming Party") shall claim -------------- that it is entitled to be indemnified pursuant to the terms of this Article SixVII as a result of any third party claim made against the Claiming Party (a "Third Party Claim"), it (the "Claiming Party") Party shall so notify Seller in the case of a claim for party ----------------- from which it intends to seek indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party (the "Indemnifying Party") in ------------------ writing of such claim Third Party Claim promptly within ninety (90) days after receipt of a notice of such claim Third Party Claim or notice of any claim of a third party that event or circumstance which may reasonably be expected to result in a claim by the Claiming Party such party against the Indemnifying Party except that party to which such notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredgiven; provided, however, that failure to timely give such -------- ------- notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the misrepresentation, breach of representation, warranty, or breach or nonfulfillment of agreement or covenant claimed by the Claiming Party and the Losses Loss incurred by, or imposed upon, the Claiming Party on account thereof. If such Losses are Loss is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are Loss is not liquidated in amount, the notice shall so state and, in such event, a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, and the Claiming Party shall have the right, at its expense, to participate in such defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the consent of the Claiming Party, which consent shall not be unreasonably withheld; provided, however, provided that, in -------- ------- making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. If the Proceeding involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under this Article VII is being sought, such additional matter shall be within the sole responsibility of the Claiming Party and its counsel. (2c) If Notwithstanding the provisions of Paragraph 7.3(b), if the Indemnifying Party shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without the consent of the Indemnifying Party. Once the amount of such Claim is liquidated and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, believes that it is not obligated to indemnify the Claiming Party for such with respect to a Third Party Claim, the Indemnifying Party agrees shall promptly so inform the Claiming Party in writing (a "Dispute ------- Notice"), specifying the reason or reasons why the claim for ------ indemnification is being disputed. In such event, the Indemnifying Party may, at its discretion, elect to pay all costsdefend such Third Party Claim by so indicating in the Dispute Notice while at the same time reserving its right to dispute its alleged indemnification obligation. In such event, expenses the provisions of Paragraph 7.3(b) shall apply with respect to the defense and feessettlement of such Third Party Claim. If the Indemnifying Party does not elect to defend such Third Party Claim, including all reasonable attorneys' feesthe Claiming Party may defend and/or settle such Third Party Claim in such manner as it deems appropriate, and the Indemnifying Party shall be deemed to have irrevocably waived any objection which it might otherwise have regarding the manner in which such Third Party Claim is so defended and/or settled. (d) In the event the Claiming Party shall claim that it is entitled to be indemnified pursuant to the terms of this Article VII other than as a result of a Third Party Claim made against the Claiming Party, the Claiming Party shall so notify the Indemnifying Party in writing of such claim promptly after the Claiming Party becomes aware of such claim or of circumstances which may reasonably be incurred expected to result in such claim; provided, however, that failure to give such notification shall not affect -------- ------- the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the misrepresentation, breach of warranty, or breach or nonfulfillment of agreement or covenant claimed by the Claiming Party and the Loss incurred by, or imposed upon, the Claiming Party on account thereof. If such Loss is liquidated in attempting to enforce indemnification under this Article Sixamount, whether the same notice shall so state and such amount shall be enforced deemed the amount of the claim of the Claiming Party. If such Loss is not liquidated in amount, the notice shall so state and, in such event, a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such claim is liquidated and the claim is finally determined. If the Indemnifying Party agrees with such claim for indemnification, it shall remit payment for the amount of such claim promptly after receipt from the Claiming Party of the notice and invoice therefor. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by suit or otherwiselitigation in an appropriate court of competent jurisdiction in accordance with Section 10.8.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either party In the event that any Parent Indemnified Party hereto shall claim that it is entitled to be indemnified indemnified, defended or held harmless pursuant to the terms of this Article Six9 (each, it a “Claim”), such party (the "“Claiming Party"”) shall so notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such claim Claim promptly within ninety (90) days after receipt of a notice of such claim or the Claiming Party receives notice of any action, Proceeding, demand or assessment or otherwise has received notice or become aware of any claim of a third party that may reasonably be expected to result in a claim Claim by the Claiming Party against the Indemnifying Party except (provided that notice shall be given to in the Indemnifying Party within event of a delay in giving such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; providednotice, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually not be relieved of its indemnification obligations hereunder unless it is materially prejudiced as a result of such failurethereby). Such notice The Claim Notice shall specify the breach of representation, warranty, agreement or agreement covenant or other basis for indemnification claimed by the Claiming Party and the Losses incurred by, or actually or potentially imposed upon, the Claiming Party on account thereof. If such Losses are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the Claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice Claim Notice shall so state and, and in such event, event a Claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim Claims of the Claiming Party that is which are based upon a Third claim by a third-party (a “Third-Party Claim”) (including any form of Proceeding filed or instituted by any Governmental Body), except as otherwise provided in Article 10 with respect to Tax Audits: (1i) The Indemnifying Party shallshall have the right, upon receipt of such written notice the Claim Notice and at its expense, to defend such Third Third-Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it the Claiming Party, and the Claiming Party shall have the right, at its the Claiming Party’s expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Third-Party Claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, thatwithheld or delayed). Notwithstanding anything to the contrary contained herein, in making the event that Parent determines in its determination as reasonable judgment that (x) there is a probability that the amount of Loss claimed will be greater than the Indemnity Escrow Amount; (y) the Claims include claims seeking equitable or other non-monetary relief, or (z) there is a probability that a Third-Party Claim may adversely affect its rights to whether conduct the Business after the Closing Date, then Parent may, by written notice to grant the Stockholder Representative, assume the exclusive right to control, defend, compromise, or settle such consentThird-Party Claim and the amount of such Loss, if any, and the reasonable fees and expenses of counsel shall be considered Losses for purposes of this Agreement. In all such cases, the Claiming Indemnifying Party shall be entitled will have the right to consider participate, at Indemnifying Party’s expense, in the impact defense or settlement of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conductssuch claim with counsel reasonably satisfactory to Parent. (2ii) If the Indemnifying Party elects to defend the Third-Party Claim, and as a condition thereto, the Indemnifying Party shall acknowledge its indemnification obligations hereunder with respect to such Third-Party Claim and shall thereby waive its right to dispute the merits of the Third-Party Claim or to otherwise dispute that the Third-Party Claim is the subject of indemnification hereunder. (iii) In the event the Indemnifying Party shall notify the Claiming Party that it disputes any the Indemnifying Party does not wish to defend the Third-Party Claim made by (or otherwise under the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such Third Party Claim, then circumstances described in either of the penultimate sentence of Section 9.3(b)(i)) the Claiming Party shall have the right to conduct a defense against such Third Third-Party Claim and shall have the right to settle and compromise such Third Third-Party Claim if it acts reasonably and in good faith upon ten (10) days’ notice to, but without having to first obtain the consent of, the Indemnifying Party. (c) Upon receipt of a Claim Notice that does not involve a Third-Party Claim, the Indemnifying Party shall have thirty (30) days from the receipt of such Claim Notice to notify the Claiming Party that the Indemnifying Party disputes such Claim. If the Indemnifying Party does not timely notify the Claiming Party of such dispute, then the amount of such Claim shall be deemed, conclusively, a liability of the Indemnifying Party hereunder. If the Indemnifying Party does timely notify the Claiming Party of such dispute, then the Claiming Party shall have thirty (30) days to respond in a written statement to the objection of the Indemnifying Party. If after such thirty (30)-day period there remains a dispute as to any such Claim, then the Claiming Party and the Indemnifying Party shall attempt in good faith for a period not to exceed thirty (30) additional days to agree upon the rights of the respective parties with respect to such Claim. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by the Parent and the Stockholder Representative. If the parties do not agree within such additional thirty (30)-day period, then the Claiming Party may pursue any and all other remedies available to it hereunder. (d) Once the amount of such any Claim under this Article 9 is liquidated and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six 9 and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, ’ fees which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, 9 whether the same shall be enforced by suit or otherwiseotherwise which the Indemnifying Party and the Claiming Party agree are due to the Claiming Party or which a court, arbitrator or other judicial body determines are due to the Claiming Party. (e) For purposes of this Section 9.3 and subject to Article 11, the Stockholder Representative shall act on behalf of the Stockholders collectively, and on behalf of an individual Stockholder if so requested by such Stockholder and so agreed by the Stockholder Representative.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixX, it such party (the "“Claiming Party"”) shall so notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing of such claim (a “Claim Notice”) promptly within ninety (90) days after receipt of a notice of such claim or the Claiming Party receives notice of any claim of a third party action, Proceeding, demand, assessment, claim, loss, liability or damages, whether or not involving any Third Party Claim, that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice The Claim Notice shall specify in reasonable detail the breach of representation, warranty, representation or agreement covenant, or otherwise the right to indemnification, claimed by the Claiming Party and the Losses incurred by, or imposed uponanticipated to be incurred by, the Claiming Party on account thereof. If such Losses are final and liquidated in amount, the notice Claim Notice shall so state state, and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are not liquidated in amountfinal and liquidated, the notice Claim Notice shall so state andstate, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim is Losses are finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim claims of the Claiming Party that is which are based upon a claim involving a third party (a “Third Party Claim:”) (including any form of Proceeding filed or instituted by any Governmental Body, but excluding any Tax claim to the extent governed by Section 11.3, below): (1i) The Indemnifying Party shallshall have the right, upon receipt of such written notice the Claim Notice and at its expense, to defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will shall cooperate with and make available to the Indemnifying Party such assistance (including access to employees) and materials as may be reasonably requested of it the Claiming Party, and the Claiming Party shall have the right, at its the Claiming Party’s expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant conditioned or delayed) unless the following shall apply: (A) such consent, settlement provides the Claiming Party shall be entitled with a full release from such Third Party Claim; and (B) the sole relief provided in such settlement is monetary damages that are paid in full by the Indemnifying Party. If the Claiming Party fails to consider consent to any settlement or compromise offer, then the impact Indemnifying Party may continue to contest such claim and, in such event, the maximum liability of the proposed Indemnifying Party for such claim will not exceed such settlement upon its reputation and/or the goodwill of the businesses which it conductsor compromise offer. (2ii) If Regardless of whether the Indemnifying Party elects to defend the Third Party Claim, the Indemnifying Party shall also have the right within thirty (30) calendar days from receipt of the Claim Notice to notify the Claiming Party that the Indemnifying Party disputes the merits of the Third Party Claim or that the Third Party Claim is the subject of indemnification hereunder. Such dispute shall not affect the Indemnifying Party’s right to defend the Third Party Claim under subsection (i) of this Section 10.3(b). (iii) In the event the Indemnifying Party shall notify the Claiming Party that it disputes any Claim made by the Claiming Indemnifying Party with respect to, and/or it shall refuse or choose does not wish to conduct a defense against, such defend the Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim if it acts reasonably and in good faith upon fifteen (15) calendar days’ prior written notice to, but without having to first obtain the consent of of, the Indemnifying Party. . (c) Once the amount of such Claim any claim under this Article X is liquidated and the Claim claim is finally determined, subject to the limitations, conditions and restrictions set forth in this Article X, below, (i) the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce enforcement of the indemnification provisions of this Article Six andX, if and (ii) in the event it is determined, or the Indemnifying Party agrees, that it the Indemnifying Party is obligated to indemnify the Claiming Party for such Claimclaim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' ’ fees, which may be incurred by the Claiming Party in attempting to enforce its indemnification rights under this Article SixX, whether the same shall be enforced by suit or otherwise., which the Indemnifying Party and the Claiming Party agree are due to the Claiming Party or which a court, arbitrator or other judicial body determines are due to the Claiming Party. In the event it is determined, or the Claiming Party agrees, that the Indemnifying Party is not obligated to indemnify the Claiming Party for such claim, the Claiming Party agrees to pay all costs, expenses and fees, including reasonable attorneys’ fees, which may have been incurred by the Indemnifying Party in defending and disputing the claim for indemnification by the Claiming Party under this Article X.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixX, it such party (the "“Claiming Party"”) shall promptly notify the party or parties against which the claim is made (the “Indemnifying Party”) (it being understood that failure to so notify Seller in shall only affect liability to the case of a claim for indemnification hereunder (a "Claim") by any Claiming extent the Indemnifying Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party (the "Indemnifying Party"actually prejudiced) in writing of such claim (a “Claim Notice”) promptly within ninety (90) days after receipt of a the Claiming Party receives notice of such claim any action, Proceeding, demand, assessment, claim, loss, liability or notice of damages, whether or not involving any claim of a third party (a “Third Party Claim”), that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice The Claim Notice shall specify the breach of representation, warranty, warranty or agreement covenant claimed by the Claiming Party and the Losses incurred by, or imposed uponanticipated to be incurred by, the Claiming Party on account thereof. If such Losses are final and liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are not liquidated in amountfinal and liquidated, the notice Claim Notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim is Losses are finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim claims of the Claiming Party that is which are based upon a Third Party Claim:Claim (including any form of Proceeding filed or instituted by any Governmental Body): (1i) The Upon receipt of a Claim Notice involving a Third Party Claim, the Indemnifying Party shall, upon shall have fifteen (15) calendar days from receipt of such written notice and to notify the Claiming Party of its intent to defend, at its the Indemnifying Party’s sole expense, defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if the Third Party Claim involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under this Article X is being sought, such matter of sole concern shall be within the sole responsibility and expense of the Claiming Party and its counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance (including, without limitation, access to employees) and materials as may be reasonably requested of it the Claiming Party, and the Claiming Party shall have the right, at its the Claiming Party’s expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, that, withheld or delayed) unless the following shall apply (in making its determination as to whether to grant such consent, which case consent of the Claiming Party shall not be entitled required): (A) such settlement provides the Claiming Party with a full release from such Third Party Claim; and (B) the sole relief provided in such settlement is monetary damages that are paid in full by the Indemnifying Party (subject to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conductslimitations on indemnification set forth in Section 10.4). (2ii) If Notwithstanding the foregoing, the Indemnifying Party shall notify not be entitled to assume control of such defense if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or involves any customer or supplier of a Company, (B) such claim seeks an injunction or equitable relief against the Claiming Party, (C) the Indemnifying Party is also a party to the Third Party Claim and counsel has advised that representation of the Indemnifying Party and the Claiming Party by the same counsel would constitute a conflict of interest, (D) the Third Party Claim has or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to this Article X such that it disputes any Claim made the Losses that would reasonably be expected to be borne by the Claiming Party with respect towould exceed the Losses reasonably be expected to be borne by the Indemnifying Party, and/or it shall refuse or choose (E) the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. (iii) In the event the Indemnifying Party is not permitted to conduct a defense against, such or does not wish to defend the Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim if it acts reasonably and in good faith upon seven (7) calendar days’ notice to, but without having to first obtain the consent of of, the Indemnifying Party. Once the amount . (iv) Regardless of such Claim is liquidated and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or whether the Indemnifying Party agrees, that it is obligated elects to indemnify defend the Claiming Third Party for such Claim, the Indemnifying Party agrees shall also have the right within thirty (30) calendar days from receipt of the Claim Notice to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by notify the Claiming Party in attempting that the Indemnifying Party disputes the merits of the Third Party Claim and/or that the Third Party Claim is the subject of indemnification hereunder. Such dispute shall not affect the Indemnifying Party’s right to enforce indemnification defend the Third Party Claim under this Article Sixsubsection (i), whether above. (c) Upon receipt of a Claim Notice that does not involve a Third Party Claim, the same Indemnifying Party shall have thirty (30) calendar days from the receipt of such Claim Notice to notify the Claiming Party that the Indemnifying Party disputes such claim. If the Indemnifying Party does not timely notify the Claiming Party of such dispute, then the amount of such claim shall be enforced deemed, conclusively, a liability of the Indemnifying Party hereunder. If the Indemnifying Party does timely notify the Claiming Party of such dispute, then the Claiming Party may pursue any and all other remedies available to it hereunder. (d) For purposes of this Section 10.3 and subject to Article XIII, below, the Seller Representative will act on behalf of the Sellers; provided, that (i) if a Seller breaches any of the representations and warranties applicable to such Seller which are set forth in Article V, above, or in any Ancillary Agreement applicable only to that Seller, or (ii) if a Seller breaches any covenant applicable to such Seller after the Closing, then in each such case such Seller (and not the Seller Representative) shall act on behalf of such Seller for purposes of this Section 10.3. (e) Notwithstanding anything to the contrary contained herein, to the extent the procedures in this Section 10.3 are in conflict with the procedures in the R&W Policy with regard to matters such as notice, control, settlement or defense of claims, the procedures in the R&W Policy shall control as long as the Claiming Party is in good faith pursuing recovery under the R&W Policy, but this Section 10.3 shall not relieve the Claiming Party from its obligations hereunder to give notice to the Indemnifying Party. For the avoidance of doubt, each party and its agents and advisors shall reasonably cooperate with the insurer under the R&W Policy in connection with the defense of any matter which might reasonably constitute a Loss covered by suit the R&W Policy for which the Claiming Party is in good faith pursuing recovery under the R&W Policy. The insurer under the R&W Policy shall have the right to participate in the defense and settlement of any Third-Party Claim or otherwiseother matter reasonably likely to be covered by the R&W Policy.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article Six9, it (the "Claiming Party") shall so notify Seller in the case of a party against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly within ninety (90i) days after discovery of the facts supporting the claim or (ii) receipt of a notice of such claim or written notice of any claim of a third party (a "Third-Party Claim") that may reasonably be expected to result in a claim by the Claiming Party such party against the Indemnifying Party except that party to which such notice shall be given to is given, as the Indemnifying Party within such earlier period of time as case may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurebe. Such notice shall specify the breach of representation, warranty, covenant or agreement claimed by the Claiming Party and the Losses liability, loss, cost or expense incurred by, by or imposed upon, upon or expected to be incurred by or imposed upon the Claiming Party on account thereof. If such Losses are liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed state. If the amount of the Claim of the Claiming Party. If such Losses are is not liquidated in amountliquidated, the notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shallmay, upon receipt of such written notice of a Third- Party Claim and at its expense, defend such Third Party Claim claim in its own name or, if necessary, in the name of the Claiming Party, unless the aggregate potential liability of the Claiming Party exceeds the aggregate potential liability of the Indemnifying Party (calculated assuming indemnification by the Indemnifying Party with reference to the limitations set forth in Section 9.4), in which event the Indemnifying Party shall only have the right to defend the Third-Party Claim with the consent of the Claiming Party, but shall have the right to participate at its expense in the defense thereof. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, and the Claiming Party shall have the right, at its expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, Party which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. (2c) If In the event the Indemnifying Party shall fail or not have the right to assume the defense under Section 9.3(b), or shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such Third against a Third-Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim claim and shall have the right to settle and compromise such Third Party Claim without the consent of the Indemnifying Partyclaim. Once the amount of such Claim claim is liquidated and the Claim claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six 9 and, if it in the event such amount is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claimclaim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, fees which may be incurred by the Claiming Party in defending such claim and in attempting to enforce indemnification under this Article Six9, whether the same shall be enforced by suit or otherwise.. 38

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixIX, it such party (the "“Claiming Party"”) shall so promptly notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing of such claim (a “Claim Notice”) promptly within ninety (90) days after receipt of a the Claiming Party receives notice of such claim any action, Proceeding, demand, assessment, claim, loss, liability or notice of damages, whether or not involving any claim of a third party (a “Third Party Claim”), that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice The Claim Notice shall specify the basis of such indemnification claim including the specifics regarding any breach of representation, warranty, warranty or agreement covenant claimed by the Claiming Party and the Losses incurred by, or imposed uponanticipated to be incurred by, the Claiming Party on account thereof. If such Losses are final and liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are not liquidated in amountfinal and liquidated, the notice Claim Notice shall so state and, if reasonably possible, the Claiming Party shall make a good faith estimate of the indemnifiable Losses it expects to sustain and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim is Losses are finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim claims of the Claiming Party that is which are based upon a Third Party Claim:Claim (including any form of Proceeding filed or instituted by any Governmental Body): (1i) The Indemnifying Party shallshall have the right (which right may be exercised by providing notice to the Claiming Party), upon receipt of such written notice the Claim Notice and at its expense, to defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if, in addition to the claim for which indemnification under this Article IX is being sought, the Third Party Claim involves a matter with respect to which the Claiming Party agrees in writing that it is not entitled to indemnification hereunder, such matter shall be within the sole responsibility and expense of the Claiming Party and its counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance (including, without limitation, access to employees) and materials as may be reasonably requested of it the Claiming Party, and the Claiming Party shall have the right, at its the Claiming Party’s expense, to participate in such the defense. The Indemnifying Party shall not have the right to settle and compromise such Third Party Claim only claim or consent to the entry of any Order with respect to such claim without the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant conditioned or delayed) unless the following shall apply: (A) such consent, settlement provides the Claiming Party shall be entitled to consider with a full release from such Third Party Claim; and (B) the impact of sole relief provided in such settlement is monetary damages that are paid in full by the proposed settlement upon its reputation and/or the goodwill of the businesses which it conductsIndemnifying Party. (2ii) If In the event the Indemnifying Party shall notify the Claiming Party that it disputes any Claim made by the Claiming Indemnifying Party with respect to, and/or it shall refuse or choose does not wish to conduct a defense against, such defend the Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without or consent to the entry of any Order with respect to such Third Party Claim only with the consent of the Indemnifying Party. Party (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Once the amount of such Claim any claim under this Article IX is liquidated and the Claim claim is finally determined, subject to Section 9.4, below, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six andIX, if it and in the event that there is determined, a (i) final and non-appealable Order from a court of competent jurisdiction or (ii) a final determination through a mutually agreed upon dispute resolution process determining that the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claimclaim, the Indemnifying Party agrees to pay all reasonable and documented costs, expenses and fees, including all reasonable and documented attorneys' ’ fees, which may be are incurred by the Claiming Party in attempting to enforce its indemnification rights under this Article SixIX, whether which the same Indemnifying Party and the Claiming Party agree are due to the Claiming Party or which a court, arbitrator or other judicial body determines are due to the Claiming Party. In the event that there is a (i) final and non-appealable Order from a court of competent jurisdiction or (ii) a final determination through a mutually agreed upon dispute resolution process determining that the Indemnifying Party is not obligated to indemnify the Claiming Party for such claim, the Claiming Party agrees to pay all reasonable and documented costs, expenses and fees, including reasonable and documented attorneys’ fees, which have been incurred by the Indemnifying Party in defending and/or disputing the claim for indemnification by the Claiming Party under this Article IX. (d) Notwithstanding anything to the contrary in this Section 9.3, with respect to the Xxxx County Litigation, as between Buyer and Seller, the Seller shall have the right, post-Closing, to control, contest, defend, or litigate the Xxxx County Litigation and the Buyer’s consent shall not be enforced by suit required for Seller to take any action related thereto in the name of and on behalf of the Company. To the extent reasonabl y e practicable, however, Seller shall consult with the Buyer prior to taking any material action with respect to the Xxxx County Litigation or otherwiseany other claims that may arise from the facts and circumstances underlying such litigation.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either 10.8.1 In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article Six10, it such party (the "“Claiming Party"”) shall so notify Seller in promptly provide a Claim Notice to the case of a party or parties against which the claim for indemnification hereunder is made (a "Claim"the “Indemnifying Party”) by any promptly after the Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party (the "Indemnifying Party") in writing of such claim promptly within ninety (90) days after receipt of a receives notice of such claim any action, Legal Proceeding, demand or assessment or otherwise has received notice of any claim of a third party (a “Third Party Claim”) that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party, but in no event shall such Claim Notice be delivered later than 30 days after the Claiming Party except that receives notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureclaim, or later than 15 business days after being served with any summons, complaint or similar legal process. Such notice The Claim Notice shall specify the breach of representation, warranty, agreement or agreement covenant claimed by the Claiming Party and the Losses or Shareholder Losses, as the case may be, incurred by, or imposed upon, the Claiming Party on account thereof. If such Losses or Shareholder Losses, as the case may be, are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice Claim Notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until except to the extent that the amount of such Claim claim (or any portion thereof) is liquidated and the Claim claim (or any portion thereof) is finally determined. In Any Claim Notice received by an Indemnifying Party after the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if time periods set forth in this paragraph shall remain effective to the extent that the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if is not resolved through negotiations, such dispute shall be resolved materially prejudiced by litigation in an appropriate court of competent jurisdictionany delay. (b) 10.8.2 The following provisions shall apply to any Claim claims of the Claiming Party that is which are based upon a Third Party Claim: (1i) The Indemnifying Party shall, except as set forth in paragraph 10.8.2(ii) have the obligation, upon receipt of such written notice the Claim Notice and at its expense, to defend such Third Party Claim in its own name orand/or, if necessary, in the name of the Claiming Party, with counsel of its choice (but with the advice and consent of the Claiming Party, which shall not be unreasonably withheld or delayed) ; provided, however, that if the Third Party Claim involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under this Article 10 is being sought, such matter of sole concern shall be within the sole responsibility of the Claiming Party and its counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it the Claiming Party, and the Claiming Party shall have the right, at its the Claiming Party’s expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheldwithheld or delayed) unless the following shall apply: (A) there is no finding or admission of any violation of any Law or any violation of the rights of any Person and no affect on any other claims that may be made against the Claiming Party; provided, however, that, and (B) the sole relief provided is monetary damages that are paid in making its determination as to whether to grant such consent, full by the Indemnifying Party. If the Claiming Party shall be entitled fails to consider consent to any settlement or compromise offer, the impact Indemnifying Party may continue to contest such claim and, in such event, the maximum liability of the proposed Indemnifying Party for such claim, including all costs and expenses described in paragraph 10.8.4, below, will not exceed such settlement upon its reputation and/or the goodwill of the businesses which it conductsor compromise offer. (2ii) If the The Indemnifying Party shall also have the right within 30 days from receipt of the Claim Notice to notify the Claiming Party that it the Indemnifying Party disputes the merits of the Third Party Claim and/or that the Third Party Claim is the subject of indemnification hereunder. Such dispute shall not affect the Indemnifying Party’s obligation to defend the Third Party Claim under subsection (i), above, however, Indemnifying Party reserves the right to bring a separate legal action at any time seeking a declaration that Indemnifying Party is not obligated to defend against and/or provide indemnification for, the Third Party Claim made by at issue (iii) In the Claiming event the Indemnifying Party with respect to, and/or it shall refuse or choose does not to conduct a defense against, such defend the Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim if it acts reasonably and in good faith upon 5 days’ notice to, but without having to first obtain the consent of, the Indemnifying Party. For purposes of clarity and not as a limitation, nothing herein shall limit the extent or timing of the payment of reasonable attorneys’ fees and other expenses relating to conducting a defense as otherwise set forth in this Article 10. 10.8.3 Upon receipt of a Claim Notice that does not involve a Third Party Claim, the Indemnifying Party shall have 30 days from the receipt of such Claim Notice to notify the Claiming Party that the Indemnifying Party disputes such claim. Any such Claim Notice received by an Indemnifying Party after the time periods set forth in this paragraph shall remain effective to the extent that the Indemnifying Party is not materially prejudiced by any delay. The Claiming Party shall have 30 days to respond in a written statement to the objection of the Indemnifying Party. Once If after such 30-day period there remains a dispute as to any such claim, then the Claiming Party and the Indemnifying Party shall attempt in good faith for a period not to exceed 30 additional days to agree upon the rights of the respective parties with respect to such claim. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by the Purchaser and the Shareholders’ Representative. If the parties do not agree within such additional 30-day period, then the Claiming Party may pursue any and all other remedies available to it hereunder. 10.8.4 Subject to any other remedy provisions set forth in this Agreement, once the amount of such Claim any claim (or any portion thereof) under this Article 10 is liquidated and the Claim claim (or any portion thereof) is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six 10 and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claimclaim (or any portion thereof), the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, ’ fees and other expenses relating thereto which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six10, whether the same shall be enforced by suit or otherwiseotherwise which the Indemnifying Party and the Claiming Party agree are due to the Claiming Party or which a court finally determines are due to the Claiming Party. In the event it is finally determined, or the Claiming Party agrees, that the Indemnifying Party is not obligated to indemnify the Claiming Party for such claim (or relevant portion thereof), the Claiming Party agrees to pay reasonable attorneys’ fees and other expenses related thereto, which may have been incurred by the Indemnifying Party in defending and/or disputing the claim (or relevant portion thereof) for indemnification by the Claiming Party under this Article 10. Any internal costs incurred by any party shall not be deemed a reimbursable expense under this Article 10. 10.8.5 For purposes of clarity and not as a limitation, for purposes of this paragraph 10.8, the Shareholders’ Representative will act on behalf of the Shareholders and the Shareholders will all be bound by the acts and omissions of the Shareholders’ Representative hereunder. 10.8.6 For purposes of clarity and not as a limitation, nothing in this Article 10 requires Purchaser to delay the issuance of a Claim Notice for any Claimed Amount, as those terms are defined in the Escrow Agreement.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixIX, it (the "Claiming Party") shall so notify Seller in the case of a party against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly within ninety (90) days after discovery of the facts supporting the claim or receipt of a notice of such claim or written notice of any claim of a third party (a "Third Party Claim") that may reasonably be expected to result in a claim by the Claiming Party such party against the Indemnifying Party except that party to which such notice shall be given to is given, as the Indemnifying Party within such earlier period of time as case may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurebe. Such notice shall specify the breach of representation, warranty, covenant or agreement claimed by the Claiming Party and the Losses liability, loss, cost or expense incurred by, by or imposed upon, upon or expected to be incurred by or imposed upon the Claiming Party on account thereof. If such Losses are liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed state. If the amount of the Claim of the Claiming Party. If such Losses are is not liquidated in amountliquidated, the notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shallmay, upon receipt of such written notice of a Third Party Claim and at its expense, defend such Third Party Claim claim in its own name or, if necessary, in the name of the Claiming Party, unless the aggregate potential liability of the Claiming Party exceeds the aggregate potential liability of the Indemnifying Party (calculated assuming indemnification by the Indemnifying Party with reference to the limitations set forth in Paragraph 9.5, below), in which event the Indemnifying Party shall only have the right to defend the Third Party Claim with the consent of the Claiming Party, but shall have the right to participate at its expense in the defense thereof. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, and the Claiming Party shall have the right, at its expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, Party which consent shall not be unreasonably withheld; provided. However, however, that, in making its determination as to whether to grant such consent, if the Claiming Party shall be entitled fails to consider consent to such settlement or compromise offer, the impact Indemnifying Party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the proposed Indemnifying Party as to such Third Party Claim will not exceed the amount of such settlement upon its reputation and/or the goodwill of the businesses which it conductsor compromise offer. (2c) If In the event the Indemnifying Party shall fail or not have the right to assume the defense under Paragraph 9.3(b), above, or shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such against a Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim claim and shall have the right to settle and compromise such Third Party Claim without claim with the consent of the Indemnifying PartyParty which consent shall not be unreasonably withheld. Once the amount of such Claim claim is liquidated and the Claim claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification indemni- fication provisions of this Article Six IX and, if it in the event such amount is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claimclaim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, fees which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article SixIX, whether the same shall be enforced by suit or otherwise. (d) Upon judgment, determination, settlement or compromise of any Third Party Claim, the Indemnifying Party shall pay on behalf of the Claiming Party, and/or to the Claiming Party in reimbursement of any amount theretofore required to be paid by the Claiming Party, the amount so determined by judgment, determination, settlement or compromise and all other Claims of the Claiming Party with respect thereto within fifteen (15) days of the date of such judgment, determination, settlement or compromise, unless in the case of a judgment an appeal is made from the judgment. If the Indemnifying Party desires to appeal from an adverse judgment, then the Indemnifying Party shall post and pay the cost of the security or bond to stay execution of the judgment pending appeal.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixSection IX, it (the "Claiming Party") shall so notify Seller in the case of a party against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly within ninety (90i) days after discovery of the facts supporting the claim or (ii) receipt of a notice of such claim or written notice of any claim of a third party (a "Third-Party Claim") that may reasonably be expected to result in a claim by the Claiming Party such party against the Indemnifying Party except that party to which such notice shall be given to is given, as the Indemnifying Party within such earlier period of time as case may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurebe. Such notice shall specify the breach of representation, warranty, covenant or agreement claimed by the Claiming Party and the Losses liability, loss, cost or expense incurred by, by or imposed upon, upon or expected to be incurred by or imposed upon the Claiming Party on account thereof. If such Losses are liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed state. If the amount of the Claim of the Claiming Party. If such Losses are is not liquidated in amountliquidated, the notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shallmay, upon receipt of such written notice of a Third-Party Claim and at its expense, defend such Third Party Claim claim in its own name or, if necessary, in the name of the Claiming Party, unless the aggregate potential liability of the Claiming Party exceeds the aggregate potential liability of the Indemnifying Party (calculated assuming indemnification by the Indemnifying Party with reference to the limitations set forth in Section 9.4), in which event the Indemnifying Party shall only have the right to defend the Third-Party Claim with the consent of the Claiming Party, but shall have the right to participate at its expense in the defense thereof. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, and the Claiming Party shall have the right, at its expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, Party which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. (2c) If In the event the Indemnifying Party shall fail or not have the right to assume the defense under Section 9.3(b), or shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such Third against a Third-Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third claim, and with the consent of the Indemnifying Party Claim and (which consent shall not be unreasonably withheld), shall have the right to settle and compromise such Third Party Claim without the consent of the Indemnifying Partyclaim. Once the amount of such Claim claim is liquidated and the Claim claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six Section IX and, if it in the event such amount is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claimclaim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, fees which may be incurred by the Claiming Party in defending such claim and in attempting to enforce indemnification under this Article SixSection IX, whether the same shall be enforced by suit or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article Six, it (the "“Claiming Party"”) shall so notify Seller in the case of a claim for indemnification hereunder (a "“Claim"”) by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party (the "“Indemnifying Party"”) in writing of such claim promptly within ninety (90) days after receipt of a notice of such claim or notice of any claim of a third party that may reasonably be expected to result in a claim by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the breach of representation, warranty, or agreement claimed by the Claiming Party and the Losses incurred by, or imposed upon, the Claiming Party on account thereof. If such Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim of the Claiming Party. If such Losses are not liquidated in amount, the notice shall so state and, in such event, a Claim shall be deemed asserted against the Indemnifying Party by the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "“Third Party Claim"”), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it and the Claiming Party shall have the right, at its expense, to participate in such defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the consent of the Claiming Party, which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. (2) If the Indemnifying Party shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without the consent of the Indemnifying Party. Once the amount of such Claim is liquidated and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixVIII, it (the "Claiming Party") shall so notify Seller in the case of a party against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly within ninety (90) ten days after discovery of the facts supporting the claim or receipt of a notice of such claim or written notice of any claim of a third party (a "Third Party Claim") that may reasonably be expected to result in a claim by the Claiming Party such party against the Indemnifying Party except that party to which such notice shall be given to is given, as the Indemnifying Party within such earlier period of time as case may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredbe; provided, however, that the -------- ------- failure to timely give such notification notice within such ten day period shall not affect the Claiming Party's right to indemnification provided hereunder except to the extent that (i) the Indemnifying Party shall have been actually prejudiced is unable to defend any such claim or is required to pay a greater amount or accrue additional expenses with respect to any such claim as a result of such failurefailure to provide prompt notice or (ii) such notice is not given within the applicable period specified in Paragraph 8.5.3, below. Such notice shall specify with reasonable specificity identify the breach of representation, warranty, covenant or agreement claimed by the Claiming Party and the Losses liability, loss, cost or expense incurred by, by or imposed upon, upon or expected to be incurred by or imposed upon the Claiming Party on account thereof. If such Losses are liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed state. If the amount of the Claim of the Claiming Party. If such Losses are is not liquidated in amountliquidated, the notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party behalf of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.Claiming (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shallmay, upon receipt of such written notice of a Third Party Claim and at its expense, defend such Third Party Claim claim in its own name or, if necessary, in the name of the Claiming Party, unless the aggregate potential liability of the Claiming Party exceeds the aggregate potential liability of the Indemnifying Party (calculated assuming indemnification by the Indemnifying Party with reference to the limitations set forth in Paragraph 8.5, below), in which event the Indemnifying Party shall only have the right to defend the Third Party Claim with the consent of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it the Claiming Party, and the Claiming Party shall have the right, at its expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, Party which consent shall not be unreasonably withheld; provided. However, however, that, in making its determination as to whether to grant such consent, if the Claiming Party fails to consent to such settlement or compromise offer, the Indemnifying Party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will not exceed the amount of such settlement or compromise offer. If the proceeding involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under this Article VIII is being sought, such matter shall be entitled to consider within the impact sole responsibility of the proposed settlement upon Claiming Party and its reputation and/or the goodwill of the businesses which it conductscounsel. (2c) If In the event the Indemnifying Party shall fail or not have the right to assume the defense under Paragraph 8.3(b), above, or shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such against a Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim claim and shall have the right to settle and compromise such Third Party Claim claim without the consent of the Indemnifying Party. Once . (d) Except for any Third Party Claim as to which the amount Indemnifying Party has refused to assume the defense, the Indemnifying Party shall be subrogated to all rights of such Claim the Claiming Party against third parties who may be liable for any matter for which indemnification is liquidated sought hereunder and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or reasonably cooperate with the Indemnifying Party, which cooperation may include joining in equity litigation, to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit or otherwiserights.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixX, it such party (the "“Claiming Party"”) shall so notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing (each, a “Claims Notice”) of such claim promptly within ninety thirty (9030) days after receipt of a notice of such claim or the Claiming Party receives notice of any demand, claim or circumstance which is reasonably likely to give rise to a claim or the commencement of a third party any Proceeding (an “Asserted Liability”) that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredParty; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice Each Claims Notice shall specify describe the breach Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of representation, warranty, the Losses that have been or agreement claimed may be suffered by the Claiming Party; provided, however, that failure to provide such reasonable detail shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure; and the Losses incurred byprovided, or imposed uponfurther, that in no event shall the Claiming Party’s right to recoup Losses from the Indemnifying Party on account thereofbe limited to the amount set forth or estimated in the Claims Notice. If such Losses are liquidated in amount, the notice Claims Notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice Claims Notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim claims of the Claiming Party that is which are based upon a Third Party ClaimProceeding filed or instituted by any third party or by any Governmental Body: (1i) The Upon receipt of a Claims Notice involving an Asserted Liability against or sought to be collected by a third party, the Indemnifying Party shall, upon receipt shall have twenty (20) days within which to notify the Claiming Party whether the Indemnifying Party desires to assume the defense of such written notice and at its expense, defend such Third Asserted Liability. (ii) If the Indemnifying Party Claim in its own name or, if necessary, in the name of notifies the Claiming Party, within such twenty (20) day period, that the Indemnifying Party desires to defend against such Asserted Liability, then the Indemnifying Party shall assume the defense of such Asserted Liability with counsel of the Indemnifying Party’s choice and, after notice from the Indemnifying Party to the Claiming Party of its election to assume the defense of such Asserted Liability, the Indemnifying Party will not be liable to the Claiming Party under this Article X for any fees and expenses of other counsel or any other expenses with respect to the defense of such Asserted Liability subsequently incurred by the Claiming Party in connection with the defense of such Asserted Liability, unless the Indemnifying Party does not actually assume the defense thereof following notice of such election. The Claiming Party will cooperate shall cooperate, at the Indemnifying Party’s expense (with respect to out-of-pocket expenses incurred by the Claiming Party), in the compromise of, or defense against such Asserted Liability and make available to may participate in, but not control, such Asserted Liability at its own expense. If the Indemnifying Party is controlling the defense of an Asserted Liability, no compromise or settlement of such assistance and materials as Asserted Liability may be reasonably requested effected without the Claiming Party’s consent (which consent shall not be withheld unreasonably) unless (A) there is no finding or admission of it any violation of Legal Requirements or any violation of the rights of any Person and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. (iii) If a Claims Notice is given to an Indemnifying Party and the Indemnifying Party does not, within twenty (20) days after receipt of the Claims Notice, notify the Claiming Party shall have that it elects to assume the rightdefense of such Asserted Liability, at its expense, to participate in such defense. The Indemnifying then the Claiming Party shall will have the right to settle conduct a defense of the Asserted Liability, the Indemnifying Party will be bound by any determination made with respect to such Asserted Liability or any compromise or settlement effected by the Claiming Party and compromise the Indemnifying Party will be responsible for paying all reasonable professional fees and expenses incurred by the Claiming Party in connection with such Third Party Claim only with the consent of defense; provided, however, that in no event shall the Claiming Party, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld; provided), howeversettle, thatcompromise or offer to settle or compromise any such Asserted Liability. (iv) Notwithstanding the foregoing, if (A) there exists a conflict of interest that would make it inappropriate in making its determination as to whether to grant such consent, the reasonable judgment of the Claiming Party for the same counsel to represent both the Claiming Party and the Indemnifying Party; (B) the third Person claim seeks injunctive or other non-monetary relief against the Claiming Party; or (C) the Claiming Party elects to pursue one or more defenses or counterclaims available to it that are inconsistent with one or more defenses or counterclaims that are being pursued by the Indemnifying Party in respect of such third Person claim or any litigation related thereto, then the Claiming Party may, by notice to the Indemnifying Party, participate in the defense of such third Person claim and shall be entitled to consider retain its own counsel at the impact Indemnifying Party’s cost and expense. It is understood and agreed that the Indemnifying Party will not be bound by any determination of an Asserted Liability so defended or any compromise or settlement effected by the proposed settlement upon Claiming Party without its reputation and/or the goodwill of the businesses consent (which it conductsmay not be withheld unreasonably). (2c) Upon receipt of a Claims Notice involving an Asserted Liability that does not involve an Asserted Liability against or sought to be collected by a third Person, the Indemnifying Party shall have twenty (20) days from the receipt of a Claims Notice to notify the Claiming Party that the Indemnifying Party disputes such Asserted Liability. If the Indemnifying Party does not so notify the Claiming Party, then the amount of such Asserted Liability shall be deemed, conclusively, a liability of the Indemnifying Party hereunder. If the Indemnifying Party shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not object in writing to conduct a defense against, such Third Party ClaimAsserted Liability, then the Claiming Party shall have twenty (20) days to respond in a written statement to the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without the consent objection of the Indemnifying Party. Once If after such twenty (20) day period there remains a dispute as to any Asserted Liability, then the amount parties shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to such Claim is liquidated Asserted Liability. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and the Claim is finally determinedsigned by both parties. If after such thirty (30) day period, the Claiming Party parties are unable in good faith to negotiate a resolution of the dispute, then either party may submit the dispute for resolution to a court of competent jurisdiction in accordance with Section 12.9 of this Agreement. Any payment in respect of an Asserted Liability as finally determined shall be made by wire transfer of immediately available funds to an account designed by the party entitled to pursue each and every remedy available such payment within ten (10) days after the determination thereof; provided, however, to it at law or in equity the extent that any Buyer Indemnified Persons are entitled to enforce indemnification from the indemnification provisions Seller pursuant to Section 10.1 above, such Buyer Indemnified Persons shall first recover any Losses from the funds then held pursuant to the terms of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit or otherwiseEscrow Agreement.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either party hereto In the event that any Buyer Indemnified Party or Company Indemnified Party shall claim that it is entitled to be indemnified indemnified, defended or held harmless pursuant to the terms of this Article Six7 (each, it a “Claim”), such party (the "“Claiming Party"”) shall so notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such claim Claim promptly within ninety (90) days after receipt of a notice of such claim or the Claiming Party receives notice of any action, Proceeding, demand or assessment or otherwise has received notice or become aware of any claim of a third party that may reasonably be expected to result in a claim Claim by the Claiming Party against the Indemnifying Party except (provided that notice shall be given to in the Indemnifying Party within event of a delay in giving such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; providednotice, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually not be relieved of its indemnification obligations hereunder unless it is materially prejudiced as a result of such failurethereby). Such notice The Claim Notice shall specify the breach of representation, warranty, agreement or agreement covenant claimed by the Claiming Party and the Losses incurred by, or actually or potentially imposed upon, the Claiming Party on account thereof. If such Losses are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the Claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice Claim Notice shall so state and, and in such event, event a Claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim Claims of the Claiming Party that is which are based upon a Third claim by a third-party (a “Third-Party Claim”) (including any form of Proceeding filed or instituted by any Governmental Body), except as otherwise provided in Article 8 with respect to Tax Audits: (1i) The Indemnifying Party shallshall have the right, upon receipt of such written notice the Claim Notice and at its expense, to defend such Third Third-Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it the Claiming Party, and the Claiming Party shall have the right, at its the Claiming Party’s expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Third-Party Claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheldwithheld or delayed). Notwithstanding anything to the contrary contained herein, if the Parent determines in its reasonable judgment that (x) there is a probability that the amount of Loss will be greater than the total amount of Merger Consideration previously paid to the Founders (including Escrowed Stock that has not been paid to the Parent), (y) the Claims include claims seeking equitable or other non-monetary relief, or (z) there is a probability that a Third-Party Claim may materially adversely affect its rights to conduct the Business after the Closing Date, then the Parent may, by written notice to the Member Representative, assume the exclusive right to control, defend, compromise, or settle such Third-Party Claim and the amount of such Loss, if any, and the reasonable fees and expenses of counsel shall be considered Losses for purposes of this Agreement; provided, however, thatthat the Member Representative shall have the right to reasonably approve any counsel selected by the Parent for any such Third-Party Claim and the Parent shall consult and work together in good faith with the Member Representative with respect to any such Third-Party Claim. In all such cases, the Indemnifying Party will have the right to participate, at Indemnifying Party’s expense, in making its determination as the defense or settlement of such claim with counsel reasonably satisfactory to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conductsParent. (2ii) If the Indemnifying Party elects to defend the Third-Party Claim, and as a condition thereto, the Indemnifying Party shall acknowledge its indemnification obligations hereunder with respect to such Third-Party Claim and shall thereby waive its right to dispute the merits of the Third-Party Claim or to otherwise dispute that the Third-Party Claim is the subject of indemnification hereunder. (iii) In the event the Indemnifying Party shall notify the Claiming Party that it disputes any the Indemnifying Party does not wish to defend the Third-Party Claim made by (or otherwise under the Claiming Party with respect tocircumstances described in either of the penultimate sentence of Section 7.4(b)(i)), and/or it shall refuse or choose not to conduct a defense against, such Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Third-Party Claim and shall have the right to settle and compromise such Third Third-Party Claim if it acts reasonably and in good faith upon ten (10) days’ notice to, but without having to first obtain the consent of, the Indemnifying Party. (c) Upon receipt of a Claim Notice that does not involve a Third-Party Claim, the Indemnifying Party shall have thirty (30) days from the receipt of such Claim Notice to notify the Claiming Party that the Indemnifying Party disputes such Claim. If the Indemnifying Party does not timely notify the Claiming Party of such dispute, then the amount of such Claim shall be deemed, conclusively, a liability of the Indemnifying Party hereunder. If the Indemnifying Party does timely notify the Claiming Party of such dispute, then the Claiming Party shall have thirty (30) days to respond in a written statement to the objection of the Indemnifying Party. If after such thirty (30)-day period there remains a dispute as to any such Claim, then the Claiming Party and the Indemnifying Party shall attempt in good faith for a period not to exceed thirty (30) additional days to agree upon the rights of the respective parties with respect to such Claim. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by the Parent and the Member Representative. If the parties do not agree within such additional thirty (30)-day period, then the Claiming Party may pursue any and all other remedies available to it hereunder. (d) Once the amount of such any Claim under this Article 7 is liquidated and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six 7 and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, ’ fees which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six7, whether the same shall be enforced by suit or otherwiseotherwise which the Indemnifying Party and the Claiming Party agree are due to the Claiming Party or which a court, arbitrator or other judicial body determines are due to the Claiming Party. (e) For purposes of this Section 7.4 and subject to Article 9, the Member Representative shall act on behalf of the Members.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either party hereto In the event that any Buyer Indemnified Party or the Company shall receive actual notice of facts or information giving rise to a claim (a “Claim”) that it is entitled to be indemnified pursuant to the terms of this Article SixVIII, it (the "“Claiming Party"”) shall so notify Seller in the case of a claim for indemnification hereunder (a "Claim") by any Claiming Party who or Sellers’ Representative against which the Claim is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing promptly after discovery of the facts supporting such claim promptly within ninety (90) days after receipt Claim. Such notice shall specify with reasonable specificity and detail each individual item of a notice of Damage included in the amount so stated, the date such claim or notice item was incurred, the basis of any claim anticipated liability and the nature of a third party that may reasonably be expected the breach of representation, warranty, covenant or agreement to result in a claim by which each such item is related and the computation of the amount to which the Claiming Party against the Indemnifying Party except that notice shall claims to be given entitled to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that hereunder (if determinable). The failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Such notice shall specify the breach of representation, warranty, or agreement claimed by the Claiming Party and the Losses incurred by, or imposed upon, the Claiming Party on account thereof. If such Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim of the Claiming Party. If such Losses are not liquidated in amount, the notice shall so state and, in such event, a Claim shall be deemed asserted against the Indemnifying Party by the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shallmay, upon receipt of such written notice of a Claim and at its expense, defend take control of the defense and investigation of such Third Party Claim lawsuit or action (with counsel selected by the Indemnifying Party) in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to ; provided that, the Indemnifying Party shall not be entitled to assume control of the defense (A) if the Claim relates to or arises in connection with any criminal proceeding, indictment or allegation or any governmental proceeding; (B) if the Claiming Party reasonably believes an adverse determination with respect to the proceeding or other claim giving rise to such assistance and materials as may Claim for indemnification would be reasonably requested of it and materially detrimental to the Claiming Party’s reputation or future business prospects; or (C) unless the Indemnifying Party can demonstrate to the Claiming Party that the Indemnifying Party can pay in full its indemnification obligation under this Agreement if an adverse Claim is rendered. The Claiming Party shall have the right, at its expense, to participate in the defense. The Claiming Party and the Indemnifying Party will cooperate with each other and make reasonably available to each other such defenseassistance, employees and materials as may be reasonably requested by the other. Notwithstanding the foregoing sentence, neither the Claiming Party nor the Indemnifying Party shall be required to make reasonably available to the to the other such assistance, employees or materials if doing so would, after receiving the advice of such party’s counsel, (i) cause a violation of an obligation of confidentiality of such party pursuant to an agreement to which such party is a party with any person or entity that is not another indemnified party or an Affiliate, employee or consultant to such party (so long as such party shall have used commercially reasonable efforts to obtain the consent of such third party to the furnishing of such information), (ii) cause a risk of a loss of attorney-client, work product, business strategy or other similar right, protection or privilege available to such party or (iii) constitute a violation of any applicable Law. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the prior written consent of the Claiming Party, Party (which consent shall will not be unreasonably withheld, delayed or conditioned); provided, however, thatthat such consent shall not be required if the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. After the Indemnifying Party assumes the defense of a Claim, in making its determination the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to whether to grant such consent, the Claiming Party shall be entitled for any fees or expenses of counsel for the Claiming Party with respect to consider the impact defense of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conductssuch claim. (2c) If the Indemnifying Party fails to assume the defense under Section 8.5(b) within twenty (20) days after receipt of written notice of a Claim, or shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not refuses to conduct a defense against, such Third Party against a Claim, then the Claiming Party shall (upon delivering notice to such effect to the Indemnifying Party) have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Claim. The Party Claim without undertaking the consent defense, compromise or settlement of the Indemnifying Party. Once Claim will keep the amount other Party reasonably informed of the progress of any such Claim is liquidated and defense, compromise or settlement (with any such compromise or settlement subject to the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit or otherwiseSection 8.5).

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixParagraph 6, it or he (the "Claiming Party") shall so notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly within ninety forty-five (9045) days after receipt of a notice of such claim or notice of any claim of a third party that may reasonably be expected to result in a claim by the Claiming Party such party against the Indemnifying Party except that party to whom such notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failuregiven. Such notice shall specify the breach of representation, warranty, warranty or agreement claimed by the Claiming Party and the Losses liability, loss, cost or expense incurred by, or imposed upon, the Claiming Party on account thereofof any such liability, loss, cost or expense. Failure to give such notice will not relieve Indemnifying Party of its indemnification obligation, except to the extent the defense of the Indemnifying Party against such claim was prejudiced. If such Losses are liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case claim of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdictiondeemed undetermined. (b) The following provisions If such claim shall apply to any Claim involve a suit, claim or demand of a third party, the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such Third Party Claim claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if the proceeding involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under this Paragraph 6 is being sought, such matter of sole concern shall be within the sole responsibility of the Claiming Party and its counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, and the Claiming Party shall have the right, at its expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant that such consent, consent can be reasonably withheld if the Claiming Party shall be entitled to consider party from which such consent is requested is not fully released by the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conductssettlement). (2c) If In the event the Indemnifying Party shall notify the Claiming Party that it disputes any Claim claim made by the Claiming Party with respect to, and/or it shall refuse or choose not fail to conduct undertake a defense against, against such Third Party Claimclaim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim claim and shall have the right to settle and compromise such Third Party Claim claim upon five (5) days notice to, but without the consent of of, the Indemnifying Party. Once the amount of such Claim claim is liquidated and the Claim claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six Paragraph 6 and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claimclaim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, fees which may be incurred by the Claiming Party in attempting its efforts to enforce indemnification under this Article SixParagraph 6, whether the same shall be enforced by suit or otherwise. 7.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixIX, it such party (the "“Claiming Party"”) shall so promptly notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing of such claim (a “Claim Notice”) promptly within ninety (90) days after receipt of a the Claiming Party receives notice of such claim any action, Proceeding, demand, assessment, claim, loss, liability or notice of damages, whether or not involving any claim of a third party (a “Third Party Claim”), that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice The Claim Notice shall specify the breach of representation, warranty, warranty or agreement covenant claimed by the Claiming Party and the Losses incurred by, or imposed uponanticipated to be incurred by, the Claiming Party on account thereof. If such Losses are final and liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are not liquidated in amountfinal and liquidated, the notice Claim Notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim is Losses are finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim claims of the Claiming Party that is which are based upon a Third Party Claim:Claim (including any form of Proceeding filed or instituted by any Governmental Body): (1i) The Indemnifying Party shallshall have the right, upon receipt of such written notice the Claim Notice and at its expense, to defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if the Third Party Claim involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under this Article IX is being sought, such matter of sole concern shall be within the sole responsibility and expense of the Claiming Party and its counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance (including, without limitation, access to employees) and materials as may be reasonably requested of it the Claiming Party, and the Claiming Party shall have the right, at its the Claiming Party’s expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant conditioned or delayed) unless the following shall apply: (A) such consent, settlement provides the Claiming Party with a full release from such Third Party Claim; and (B) the sole relief provided in such settlement is monetary damages that are paid in full by the Indemnifying Party. Notwithstanding the foregoing to the contrary, the Seller Representative shall be entitled have the exclusive right to consider defend, control, dispute, settle and compromise any Third Party Claims arising under or related to Section 9.1(c), above, in its sole and absolute discretion, without the impact consent of any Person and the proposed settlement upon its reputation and/or Buyer Indemnified Parties shall have no right to participate in the goodwill of the businesses which it conductsdefense. (2ii) If In the event the Indemnifying Party shall notify the Claiming Party that it disputes any Claim made by the Claiming Indemnifying Party with respect to, and/or it shall refuse or choose does not wish to conduct a defense against, such defend the Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim if it acts reasonably and in good faith upon fifteen (15) calendar days’ notice to, but without having to first obtain the consent of of, the Indemnifying Party. . (c) Once the amount of such Claim any claim under this Article IX is liquidated and the Claim claim is finally determined, subject to this Article IX, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six andIX, if and in the event it is determined, or the Indemnifying Party agrees, that it the Indemnifying Party is obligated to indemnify the Claiming Party for such Claimclaim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable and documented attorneys' ’ fees, which may be are incurred by the Claiming Party in attempting to enforce its indemnification rights under this Article SixIX, whether the same shall be enforced by suit or otherwise, which the Indemnifying Party and the Claiming Party agree are due to the Claiming Party or which a court, arbitrator or other judicial body determines are due to the Claiming Party. In the event it is determined, or the Claiming Party agrees, that the Indemnifying Party is not obligated to indemnify the Claiming Party for such claim, the Claiming Party agrees to pay all costs, expenses and fees, including reasonable and documented attorneys’ fees, which have been incurred by the Indemnifying Party in defending and/or disputing the claim for indemnification by the Claiming Party under this Article IX.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either an indemnified party hereto shall claim that it is entitled to be indemnified indemnified, defended or held harmless pursuant to the terms of this Article Six10 (each, it a “Claim”), such party (the "“Claiming Party"”) shall so notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such claim Claim promptly within ninety (90) days after receipt of a notice of such claim or the Claiming Party receives notice of any action, Proceeding, demand or assessment or otherwise has received notice or become aware of any claim of a third party that may reasonably be expected to result in a claim Claim by the Claiming Party against the Indemnifying Party except (provided that notice shall be given to in the Indemnifying Party within event of a delay in giving such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; providednotice, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually not be relieved of its indemnification obligations hereunder unless it is materially prejudiced as a result thereby and then only to the extent of such failurethe prejudice). Such notice The Claim Notice shall specify the breach of representation, warranty, agreement or agreement covenant or other basis for indemnification claimed by the Claiming Party and the Losses incurred by, or actually or potentially imposed upon, the Claiming Party on account thereof. If such Losses are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the Claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice Claim Notice shall so state and, and in such event, event a Claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to If any Claim Claims of the Claiming Party that is are based upon a Third claim by a third-party (a “Third-Party Claim: ”) (1) The including any form of Proceeding filed or instituted by any Governmental Body), then Indemnifying Party shall, upon receipt of such written notice may assume the exclusive right to control and at its expense, defend such Third Third-Party Claim in its own name orClaim, if necessaryprovided that the Buyer is regularly consulted, kept informed and given the reasonable opportunity to comment and object to all aspects of the Third-Party Claim. In all such cases, the Claiming Party will have the right to participate, at the Claiming Party’s expense, in the name defense or settlement of the Claiming such claim with counsel reasonably satisfactory to Indemnifying Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it and the Claiming Party shall have the right, at its expense, to participate in such defense. The Indemnifying Party shall have the right to settle and compromise such Third Third-Party Claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, thatwithheld or delayed). Notwithstanding anything to the contrary contained herein, in making its determination as to whether to grant such consent, the event that either Buyer or Parent is the Claiming Party and it determines in its reasonable judgment that (x) there is a probability that the amount of Loss claimed will be greater than the Escrow Amount; (y) the Claims include claims seeking equitable or other non-monetary relief, or (z) there is a probability that a Third-Party Claim may adversely affect its rights to conduct the Business after the Closing Date, then Buyer or Parent (as the case may be) may, by written notice to the Securityholder Representative, assume the exclusive right to control, defend, compromise, or settle such Third-Party Claim and the amount of such Loss, if any, and the reasonable fees and expenses of counsel shall be entitled considered Losses of Buyer and/or Parent for purposes of this Agreement. In all such cases, the Indemnifying Party will have the right to consider participate, at Indemnifying Party’s expense, in the impact defense or settlement of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conductssuch claim with counsel reasonably satisfactory to Buyer. (2i) If the Indemnifying Party shall notify the Claiming Party that it disputes any the Indemnifying Party does not wish to defend the Third-Party Claim made by (or a Claiming Party assumes the conduct of a Third-Party Claim under the circumstances described in the penultimate sentence of Section 10.4(b)) the Claiming Party with respect shall have the right to, and/or it shall refuse or choose not to : (1) conduct a defense against, against such Third Third-Party Claim provided that it promptly and regularly provides the Indemnifying Party with information material to the conduct and progress of the Third-Party Claim; and (2) settle and compromise such Third-Party Claim if it acts reasonably and in good faith upon ten (10) days’ notice to, but without having to first obtain the consent of, the Indemnifying Party. (c) Upon receipt of a Claim Notice that does not involve a Third-Party Claim, the Indemnifying Party shall have thirty (30) days from the receipt of such Claim Notice (which has been given in accordance with the requirements of Section 10.4(a)) to notify the Claiming Party that the Indemnifying Party disputes such Claim. If the Indemnifying Party does not provide timely notification to the Claiming Party of such dispute, then the amount of such Claim shall be deemed, conclusively, a liability of the Indemnifying Party hereunder. If the Indemnifying Party does timely notify the Claiming Party of such dispute, then the Claiming Party shall have thirty (30) days from the right date of receipt of such notice to conduct respond in a defense against such Third Party Claim and shall have written statement to the right to settle and compromise such Third Party Claim without the consent objection of the Indemnifying Party. If after such thirty (30)-day period there remains a dispute as to any such Claim, then the Claiming Party and the Indemnifying Party shall attempt in good faith for a period not to exceed thirty (30) additional days to agree upon the rights of the respective parties with respect to such Claim. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by the Buyer and the Indemnifying Party. If the parties do not agree within such additional thirty (30)-day period, then the Claiming Party may pursue any and all other remedies available to it hereunder. (d) Once the amount of such any Claim under this Article 10 is liquidated and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six 10 and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all reasonable costs, expenses and fees, including all reasonable attorneys' fees, ’ fees which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six10, whether the same shall be enforced by suit or otherwiseotherwise which the Indemnifying Party and the Claiming Party agree are due to the Claiming Party or which a court, arbitrator or other judicial body determines are due to the Claiming Party.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either party hereto The Person making a claim under this Article VIII is referred to as the “Claiming Party”, and the Person against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. (b) In the event that any Claiming Party shall claim (a “Claim”) that it is entitled to be indemnified pursuant to the terms of this Article SixVIII, it (the "Claiming Party") shall so notify Seller the Indemnifying Party in writing promptly after discovery of the facts supporting such Claim. Such notice shall specify with reasonable specificity and detail each individual item of Damage, to the extent known, included in the case of a claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in amount so stated, the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party (date such item was incurred, the "Indemnifying Party") in writing of such claim promptly within ninety (90) days after receipt of a notice of such claim or notice basis of any claim anticipated liability and the nature of a third party that may reasonably be expected the breach of representation, warranty, covenant or agreement to result in a claim by which each such item is related and the computation of the amount to which the Claiming Party against the Indemnifying Party except that notice shall claims to be given entitled to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that under this Agreement (if determinable). The failure to timely give such prompt notification shall not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the breach of representation, warranty, or agreement claimed by the Claiming Party and the Losses incurred by, or imposed upon, the Claiming Party on account thereof. If such Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim of the Claiming Party. If such Losses are not liquidated in amount, the notice shall so state and, in such event, a Claim shall be deemed asserted against the Indemnifying Party by the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1c) The Indemnifying Party shallmay, upon receipt of such written notice of a Claim and at its expense, defend take control of the defense and investigation of such Third Party Claim lawsuit or action (with counsel selected by the Indemnifying Party) in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to ; provided that, the Indemnifying Party such assistance and materials as may shall not be reasonably requested entitled to assume control of it and the defense: (A) if the Claim relates to or arises in connection with any criminal proceeding, indictment or allegation or any governmental proceeding; or (B) unless the Indemnifying Party can demonstrate to the Claiming Party that the Indemnifying Party can pay in full its indemnification obligation under this Agreement if an adverse Claim is rendered. The Claiming Party shall have the right, at its expense, to participate in the defense. The Claiming Party and the Indemnifying Party will cooperate with each other and make reasonably available to each other such defenseassistance, employees and materials as may be reasonably requested by the other. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the prior written consent of the Claiming Party, Party (which consent shall will not be unreasonably withheld, delayed or conditioned); provided, however, thatthat such consent shall not be required if the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and does not constitute an admission of guilt or civil liability of the Claiming Party. After the Indemnifying Party assumes the defense of a Claim, in making its determination the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to whether to grant such consent, the Claiming Party shall be entitled for any fees or expenses of other counsel with respect to consider the impact defense of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conductssuch claim. (2d) If the Indemnifying Party fails to assume the defense under Section 8.5(c) within ten (10) days after receipt of written notice of a Claim, or shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not refuses to conduct a defense against, such Third Party against a Claim, then the Claiming Party shall (upon delivering notice to such effect to the Indemnifying Party) have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim; provided that any such settlement or compromise of such Claim without the consent shall not be determinative of the Indemnifying Party. Once the amount of such Claim is liquidated and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, Damages. Legal expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party to file an answer or other required response that is due before the Indemnifying Party must answer the notice of Claim will be an indemnifiable expense except to the extent caused by the delay of the Claiming Party. The Party undertaking the defense, compromise or settlement of the Claim will keep the other Party reasonably informed of the progress of any such defense, compromise or settlement (with any such compromise or settlement subject to the provisions of this Section 8.5). Nothing in attempting this Section 8.5 will limit the Indemnifying Party’s right to enforce assert that the Claiming Party is not entitled to indemnification under this Article Six, whether the same shall be enforced by suit or otherwiseAgreement.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it such party is entitled to be indemnified pursuant to the terms of this Article SixX, he or it (the "Claiming Party") shall so notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly within ninety thirty (9030) days after receipt of a notice of such claim or notice of any claim of a third party that may reasonably be expected to result in a claim by the Claiming Party such party against the Indemnifying Party except that party to which such notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredgiven; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the breach basis of representation, warranty, or agreement claimed by the Claiming Party claim and the Losses liability, loss, cost or expense incurred by, or imposed upon, upon the Claiming Party on account thereof. If such Losses are liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such Third Party Claim claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if the proceeding involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under this Article X is being sought, such matter shall be within the sole responsibility of the Claiming Party and its legal counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, and the Claiming Party shall have the right, at its expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts). (2c) If In the event the Indemnifying Party shall notify the Claiming Party that it disputes any Claim claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, against such Third Party Claimclaim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim claim and shall have the right to settle and compromise such Third Party Claim claim upon five (5) days notice to, but without the consent of of, the Indemnifying Party. Once the amount of such Claim claim is liquidated and the Claim claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six X and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claimclaim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, fees which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article SixX, whether the same shall be enforced by suit or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified indem nified pursuant to the terms of this Article SixX, it (the "Claiming Party") shall so notify Seller in the case of a party against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly within ninety fifteen (9015) days after discovery of the facts supporting the claim or receipt of a notice of such claim or written notice of any claim of a third party (a "Third Party Claim") that may reasonably be expected to result in a claim by the Claiming Party such party against the Indemnifying Party except that party to which such notice shall be given to is given, as the Indemnifying Party within such earlier period of time as case may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurebe. Such notice shall specify the breach of representation, warranty, covenant or agreement claimed by the Claiming Party and the Losses liability, loss, cost or expense incurred by, by or imposed upon, upon or expected to be incurred by or imposed upon the Claiming Party on account thereof, to the extent ascertainable at such time. If such Losses are liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed state. If the amount of the Claim of the Claiming Party. If such Losses are is not liquidated in amountliquidated, the notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shallmay, upon receipt of such written notice of a Third Party Claim and at its expense, defend such Third Party Claim claim in its own name or, if necessary, in the name of the Claiming Party, unless the aggregate potential liability of the Claiming Party exceeds the aggregate potential liability of the Indemnifying Party (calculated assuming indemnification by the Indemnifying Party with reference to the limitations set forth in Paragraph 10.6, below), in which event the Indemnifying Party shall only have the right to defend the Third Party Claim with the consent of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it the Claiming Party, and the Claiming Party shall have the right, at its expense, to participate in such the defense. The Except with respect to a Claim relating to income Taxes, the Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, which consent shall not be unreasonably withheld; provided. However, however, that, in making its determination as to whether to grant such consent, if the Claiming Party fails to consent to any settlement or compromise offer acceptable to the party making the Third Party Claim, the Indemnifying Party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will not exceed the amount of such settlement or compromise offer. If the proceeding involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under this Article X is being sought, such matter shall be entitled to consider within the impact sole responsibility of the proposed settlement upon Claiming Party and its reputation and/or the goodwill of the businesses which it conductscounsel. (2c) If In the event the Indemnifying Party shall fail or not have the right to assume the defense under Paragraph 10.4(b), above, or shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such against a Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim claim and shall have the right to settle and compromise such Third Party Claim claim without the consent of the Indemnifying Party. Once the amount of such Claim is liquidated and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either party hereto In the event that any Parent Indemnitee shall claim that it is entitled to be indemnified indemnified, defended or held harmless pursuant to the terms of this Article SixSection 8 (each, it a “Claim”), such party (the "“Claiming Party"”) shall so promptly notify Seller in the case of a claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party Stockholders’ Representative (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such claim Claim promptly within ninety (90) days after receipt of a the Claiming Party receives notice of such claim any action, Legal Proceeding, demand or assessment or otherwise has received notice of any claim of a third party (a “Third-Party Claim”) that may reasonably be expected to result in a claim Claim by the Claiming Party against the Indemnifying Party except Party; provided that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give promptly provide such notification notice shall not affect the rights of the Claiming Party to indemnification provided hereunder except to the extent unless the Indemnifying Party shall have been is actually and materially prejudiced as a result of by such failure. Such notice The Claim Notice shall specify the breach of representation, warranty, or agreement claimed by basis for the Claiming Party Claim and the Losses Damages incurred by, or imposed upon, the Claiming Party on account thereof. If such Losses Damages are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the Claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice Claim Notice shall so state and, and in such event, event a Claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim Claims of the Claiming Party that is which are based upon a Third Third-Party Claim:Claim (including any form of Legal Proceeding filed or instituted by any Governmental Body): (1i) The Indemnifying Party shallshall have the right, upon receipt of such written notice the Claim Notice and at its expense, to defend such Third Third-Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it and the Claiming Party shall have the right, at its expense, to participate in such defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the consent of the Claiming Party, which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the provided that any Claiming Party shall be (1) entitled to consider the impact participate in any such defense with counsel of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. own choice at its own expense and (2) If the Indemnifying Party shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without the consent of the Indemnifying Party. Once the amount of such Claim is liquidated and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it participate in any such defense with counsel of its own choice at law or in equity to enforce the indemnification provisions expense of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit or otherwise.the

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified indemnified, defended or held harmless pursuant to the terms of this Article SixSection 9 (each, it a “Claim”), such party (the "“Claiming Party"”) shall so promptly notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing (a “Claim Notice”) of such claim Claim promptly within ninety (90) days after receipt the Claiming Party becomes aware of a the Claim or receives notice of such claim any action, Legal Proceeding, demand or assessment or otherwise has received notice of any claim of a third party (a “Third-Party Claim”) that may reasonably be expected to result in a claim Claim by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failureParty. Such notice The Claim Notice shall specify the breach of representation, warranty, agreement or agreement covenant claimed by the Claiming Party and the Losses Damages incurred by, or imposed upon, the Claiming Party on account thereof. If such Losses Damages are liquidated in amount, the notice Claim Notice shall so state and such amount shall be deemed the amount of the Claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice Claim Notice shall so state and, and in such event, event a Claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim is liquidated and the Claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim Claims of the Claiming Party that is which are based upon a Third Third-Party Claim:Claim (including any form of Legal Proceeding filed or instituted by any Governmental Body): (1i) The Indemnifying Party shallshall have the right, upon receipt of such written notice the Claim Notice and at its expense, to defend such Third Third-Party Claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it the Claiming Party, and the Claiming Party shall have the right, at its the Claiming Party’s expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Third-Party Claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, withheld or delayed) unless there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other Claims that may be made against the Claiming Party shall be entitled and the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If the Claiming Party fails to consider consent to any settlement or compromise offer, the impact Indemnifying Party may continue to contest such Third-Party Claim and, in such event, the maximum liability of the proposed Indemnifying Party to the Claiming Party such Claim shall not exceed such settlement upon its reputation and/or the goodwill of the businesses which it conductsor compromise offer. (2ii) If Regardless of whether the Indemnifying Party elects to defend the Third-Party Claim, the Indemnifying Party shall also have the right, within thirty (30) days from receipt of the Claim Notice, to notify the Claiming Party that the Indemnifying Party disputes the merits of the Third-Party Claim or that the Third-Party Claim is the subject of indemnification hereunder. Such dispute shall not affect the Indemnifying Party’s right to defend the Third-Party Claim under Section 9.5(b)(i). (iii) In the event the Indemnifying Party shall notify the Claiming Party that it disputes any Claim made by the Claiming Indemnifying Party with respect to, and/or it shall refuse or choose does not wish to conduct a defense against, such Third defend the Third-Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Third-Party Claim and shall have the right to settle and compromise such Third Third-Party Claim if it acts reasonably and in good faith upon ten (10) days’ notice to, but without having to first obtain the consent of, the Indemnifying Party. (c) Upon receipt of a Claim Notice that does not involve a Third-Party Claim, the Indemnifying Party shall have thirty (30) days from the receipt of such Claim Notice to notify the Claiming Party that the Indemnifying Party disputes such Claim. If the Indemnifying Party does not timely notify the Claiming Party of such dispute, then the amount of such Claim shall be deemed, conclusively, a Liability of the Indemnifying Party hereunder. If the Indemnifying Party does timely notify the Claiming Party of such dispute, then the Claiming Party shall have thirty (30) days to respond in a written statement to the objection of the Indemnifying Party. Once If after such thirty (30)-day period there remains a dispute as to any such Claim, then the amount of such Claim is liquidated Claiming Party and the Indemnifying Party shall attempt in good faith for a period not to exceed thirty (30) additional days to agree upon the rights of the respective parties with respect to such Claim. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by the Parent and the Stockholders’ Agent. If the parties do not agree within such additional thirty (30)-day period, then the Claiming Party may pursue any and all other remedies available to it hereunder. With respect to any Claim is finally determinedNotice relating to a breach of the representation and warranty contained in the last sentence of Section 2.15(h) or Section 2.15(j), the Claiming Party shall promptly notify the Stockholders’ Agent after it becomes of aware of such Claim and shall keep the Stockholders’ Agent reasonably informed of any remediation actions to be entitled to pursue each and every remedy available to it at law or in equity to enforce taken by the indemnification provisions of this Article Six and, if Claiming Party with respect thereto. (d) In the event it is determined, or the Indemnifying Claiming Party agrees, that it the Indemnifying Party is not obligated to indemnify the Claiming Party for such Claim, the Indemnifying Claiming Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' ’ fees, which may be have been incurred by the Indemnifying Party in defending or disputing the Claim by the Claiming Party in attempting to enforce indemnification under this Article SixSection 9. (e) In the event any Parent Indemnitee receives any oral or written communication regarding any pending or threatened examination, whether claim, adjustment or other Legal Proceeding with respect to the same Liability of the Surviving Corporation or any of the Company’s Subsidiaries for Taxes for which the Effective Time Holders are or may be liable under this Agreement by reason of a breach of any representation or warranty set forth in Section 2.12 or otherwise (a “Tax Claim”), the Surviving Corporation shall, within ten days, notify the Stockholders’ Agent in writing thereof, and the Effective Time Holders, through the Stockholders’ Agent, shall be enforced entitled, at their sole expense, to control or settle the contest of, any examination, claim, adjustment or Legal Proceeding that could give rise to such Liability; provided, however, that the Effective Time Holders shall not take or advocate any position that could reasonably be expected to have a material adverse effect on the Surviving Corporation or any of the Company Subsidiaries without the prior written consent of the Surviving Corporation, which consent shall not be unreasonably withheld or delayed. The Effective Time Holders through the Stockholders’ Agent shall keep the Surviving Corporation fully and timely informed with respect to the commencement, status and nature of any such Tax Proceeding. The Surviving Corporation and the Company Subsidiaries shall cooperate fully with the Stockholders’ Agent in handling any such Tax Claim. The Surviving Corporation shall provide, or cause to be provided to the Stockholders’ Agent or its designee, all necessary authorizations, including powers of attorney, to control any such Tax Proceeding which the Effective Time Holders are entitled to control in connection with this Section 9.5(e). Notwithstanding anything contained in the Transaction Documents to the contrary, if any such Tax Proceeding relating to a Tax Claim results in the payment of any Taxes for which the Effective Time Holders are liable hereunder, the amount of the Taxes for which the Effective Time Holders are liable shall be net of any Tax benefit realized or reasonably expected to be realized by suit the Surviving Corporation, the Company’s Subsidiaries or otherwiseany of their respective Affiliates as a result of the facts and circumstances giving rise to the Liability (also taking into account any Tax detriment realized by the receipt of such indemnification payment) of the Effective Time Holders for such Taxes. (f) For purposes of this Section 9, the Stockholders’ Agent shall act on behalf of the Stockholder Indemnitees. (g) The parties hereby agree that, unless otherwise required by a final “determination” within the meaning of Section 1313 of the Code, all indemnification payments made pursuant to this Agreement will be treated for income tax purposes as adjustments to the Merger Consideration.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixSection 6, it (the "Claiming Party") shall so notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly within ninety thirty (9030) days after receipt of a notice of such claim or notice of any claim of a third party that may reasonably be expected to result in a claim by the Claiming Party such party against the Indemnifying Party except that party to which such notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredgiven; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the breach of representation, warranty, warranty or agreement claimed claim by the Claiming Party and the Losses liability, loss, cost or expense incurred by, or imposed upon, upon the Claiming Party on account thereof. If such Losses are liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party; provided, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and however that the Indemnifying Party shall proceed nonetheless bear the expenses of investigating, defending and negotiating such claim in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdictionaccordance with the terms hereof. (b) The following provisions shall apply to any Claim claim of the Claiming Party that which is based upon (i) a Third Party Claimsuit, action or proceeding filed or instituted by any third party, or (ii) any form of proceeding or assessment instituted by any governmental entity: (1i) The Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such Third Party Claim claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if the proceeding involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under Section 7 is being sought, such matter of sole concern shall be within the sole responsibility of the Claiming Party and its counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, and the Claiming Party shall have the right, at its expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts). (2ii) If In the event the Indemnifying Party shall notify the Claiming Party that it disputes any Claim claim made by the Claiming Party with respect to, and/or it shall refuse or choose not fail to conduct a defense against, defend such Third Party Claimclaim actively and in good faith, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim claim and shall have the right to settle and compromise such Third Party Claim without claim upon ten (10) days prior notice to, and with the consent of of, the Indemnifying Party, which consent shall not be unreasonably withheld. Once the amount of such Claim is liquidated and the Claim is finally determined, the The Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six Section 6 and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claimclaim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, fees which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article SixSection 6, whether the same shall be enforced by suit or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixVII, it such party (the "“Claiming Party"”) shall so notify Seller in the case of a party against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing of such claim promptly within ninety (90) 45 days after receipt of a notice of such claim or notice the Claiming Party first receives knowledge of any claim of a third party that it may reasonably be expected have pursuant to result in a claim by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredthis Article VII; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been is actually prejudiced as a result of such failure. Such notice shall specify (i) the breach nature of representationthe claim, warranty, or agreement claimed (ii) the basis upon which the claim is made by the Claiming Party and (iii) the Losses incurred by, by or imposed upon, upon the Claiming Party on account thereof. If such Losses are liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice shall so state and, in such event, a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In After the case of a Claim other than one which Claiming Party claims that it is based upon a Proceeding by any third partyentitled to indemnification hereunder, including any Proceeding by any Governmental Authority (a "Third Party Claim")it shall take commercially reasonable steps to mitigate its Losses; provided, if however, that the failure to take such steps shall not affect indemnification hereunder except to the extent the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount is actually prejudiced as a result of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdictionfailure. (b) The following provisions shall apply to any Claim claim of the Claiming Party that which is based upon (i) an Action filed by any third party or (ii) any form of proceeding or assessment instituted by any Governmental Authority (each, a Third “Third-Party Claim:”): (1i) The Indemnifying Party shall, upon receipt of such written notice and at its expense, actively and in good faith defend any such Third Third-Party Claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if the Action or proceeding involves a matter solely of concern to the Claiming Party in addition to the Third-Party Claim, such matter shall be within the sole responsibility of the Claiming Party and its counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it it, and the Claiming Party shall have the right, at its expense, to participate in such the defense. The Indemnifying Party shall have the right to settle and compromise such Third Third-Party Claim only with the consent of the Claiming Party, Party (which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conductswithheld or delayed). (2ii) If In the event the Indemnifying Party shall notify the Claiming Party that it disputes any Third-Party Claim made by the Claiming Party with respect to, and/or it the Indemnifying Party shall refuse or choose not fail to conduct a defense against, defend such Third Party Claimclaim actively and in good faith, then the Claiming Party shall have the right to conduct a defense against such Third Third-Party Claim and shall have the right to settle and compromise such Third Third-Party Claim upon five business days notice to, but without the consent of of, the Indemnifying Party. Once the amount of such Third-Party Claim is liquidated and the Third-Party Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six VII and, if in the event it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Third-Party Claim, then the Indemnifying Party agrees to pay all costs, expenses and fees, including including, without limitation, all reasonable attorneys' ’ fees, which may be incurred by the Claiming Party in enforcing or attempting to enforce indemnification under this Article SixVII, whether the same shall be enforced by suit or otherwise.

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either in the event that any party hereto shall claim that it such party is entitled to be indemnified pursuant to the terms of this Article SixVI, he or it (the "Claiming Party") shall so notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "Indemnifying Party") in writing of such claim promptly within ninety thirty (9030) days after receipt of a notice of such claim or notice of any claim of a third party that may reasonably be expected to result in a claim by the Claiming Party such 44 party against the Indemnifying Party except that party to which such notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredgiven; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice shall specify the breach basis of representation, warranty, or agreement claimed by the Claiming Party claim and the Losses liability, loss, cost or expense incurred by, or imposed upon, upon the Claiming Party on account thereof. If such Losses are liability, loss, cost or expense is liquidated in amount, the notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim of the Claiming Party that is based upon a Third Party Claim: (1) The Indemnifying Party shall, upon receipt of such written notice and at its expense, defend such Third Party Claim claim in its own name or, if necessary, in the name of the Claiming Party. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested of it and the Claiming Party shall have the right, at its expense, to participate in such defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the consent of the Claiming Party, which consent shall not be unreasonably withheld; provided, however, that, in making its determination as that if the proceeding involves a matter solely of concern to whether to grant such consent, the Claiming Party shall be entitled to consider the impact of the proposed settlement upon its reputation and/or the goodwill of the businesses which it conducts. (2) If the Indemnifying Party shall notify the Claiming Party that it disputes any Claim made by the Claiming Party with respect to, and/or it shall refuse or choose not to conduct a defense against, such Third Party Claim, then the Claiming Party shall have the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without the consent of the Indemnifying Party. Once the amount of such Claim is liquidated and the Claim is finally determined, the Claiming Party shall be entitled to pursue each and every remedy available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting addition to enforce the claim for which indemnification under this Article SixVI is being sought, whether the same such matter shall be enforced by suit or otherwise.within the sole responsibility of the Claiming Party and its legal counsel. 45

Procedure Relative to Indemnification. The following procedure shall govern indemnification: (a) If either In the event that any party hereto shall claim that it is entitled to be indemnified pursuant to the terms of this Article SixXI, it such party (the "“Claiming Party"”) shall so notify Seller in the case of a party or parties against which the claim for indemnification hereunder (a "Claim") by any Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of a Claim by a Claiming Party who or which is a Seller Indemnified Party made (the "“Indemnifying Party"”) in writing (each, a “Claims Notice”) of such claim promptly within ninety thirty (9030) days after receipt of a notice of such claim or the Claiming Party receives notice of any demand, claim or circumstance which is reasonably likely to give rise to a claim or the commencement of a third party any Proceeding (an “Asserted Liability”) that may reasonably be expected to result in a claim for indemnification by the Claiming Party against the Indemnifying Party except that notice shall be given to the Indemnifying Party within such earlier period of time as may be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is requiredParty; provided, however, that failure to timely give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Such notice Each Claims Notice shall specify describe the breach Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of representation, warranty, the Losses that have been or agreement claimed may be suffered by the Claiming Party; provided, however, that failure to provide such reasonable detail shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure; and the Losses incurred byprovided, or imposed uponfurther, that in no event shall the Claiming Party’s right to recoup Losses from the Indemnifying Party on account thereofbe limited to the amount set forth or estimated in the Claims Notice. If such Losses are liquidated in amount, the notice Claims Notice shall so state and such amount shall be deemed the amount of the Claim claim of the Claiming Party. If such Losses are the amount is not liquidated in amountliquidated, the notice Claims Notice shall so state and, and in such event, event a Claim claim shall be deemed asserted against the Indemnifying Party by on behalf of the Claiming Party, but no payment shall be made on account thereof until the amount of such Claim claim is liquidated and the Claim claim is finally determined. In the case of a Claim other than one which is based upon a Proceeding by any third party, including any Proceeding by any Governmental Authority (a "Third Party Claim"), if the Indemnifying Party agrees with such Claim for indemnification, it shall remit payment for the amount of such Claim promptly after receipt from the Claiming Party of the notice and invoice therefore. In the event of a dispute, the Claiming Party and the Indemnifying Party shall proceed in good faith and attempt to negotiate a resolution of such dispute, and if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (b) The following provisions shall apply to any Claim claims of the Claiming Party that is which are based upon a Third Party ClaimProceeding filed or instituted by any third party or by any Governmental Body: (1i) The Upon receipt of a Claims Notice involving an Asserted Liability against or sought to be collected by a third party, the Indemnifying Party shall, upon receipt shall have thirty (30) days within which to notify the Claiming Party whether the Indemnifying Party desires to assume the defense of such written notice and at its expense, defend such Third Asserted Liability. (ii) If the Indemnifying Party Claim in its own name or, if necessary, in the name of notifies the Claiming Party, within such thirty (30) day period, that the Indemnifying Party desires to defend against such Asserted Liability, then the Indemnifying Party shall assume the defense of such Asserted Liability with counsel of the Indemnifying Party’s choice and, after notice from the Indemnifying Party to the Claiming Party of its election to assume the defense of such Asserted Liability, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Claiming Party under this Article XI for any fees and expenses of other counsel or any other expenses with respect to the defense of such Asserted Liability subsequently incurred by the Claiming Party in connection with the defense of such Asserted Liability. The Claiming Party will cooperate shall cooperate, at the Indemnifying Party’s expense (with respect to out-of-pocket expenses incurred by the Claiming Party), in the compromise of, or defense against such Asserted Liability and make available to may participate in, but not control, such Asserted Liability at its own expense. If the Indemnifying Party is controlling the defense of an Asserted Liability, no compromise or settlement of such assistance and materials as Asserted Liability may be reasonably requested of it and the Claiming Party shall have the right, at its expense, to participate in such defense. The Indemnifying Party shall have the right to settle and compromise such Third Party Claim only with the consent of effected without the Claiming Party, ’s consent (which consent shall not be unreasonably withheld; provided, however, that, in making its determination as to whether to grant such consent, withheld unreasonably) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no affect on any other claims that may be made against the Claiming Party shall be entitled to consider Party, and (B) the impact of sole relief provided is monetary damages that are paid in full by the proposed settlement upon its reputation and/or the goodwill of the businesses which it conductsIndemnifying Party. (2iii) If a Claims Notice is given to an Indemnifying Party and the Indemnifying Party shall does not, within thirty (30) days after receipt of the Claims Notice, notify the Claiming Party that it disputes elects to assume the defense of such Asserted Liability, then the Claiming Party will have the right to conduct a defense of the Asserted Liability, the Indemnifying Party will be bound by any Claim determination made with respect to such Asserted Liability or any compromise or settlement effected by the Claiming Party and the Indemnifying Party will be responsible for paying all reasonable professional fees and expenses incurred by the Claiming Party in connection with such defense. (iv) Notwithstanding the foregoing, if (A) there exists a conflict of interest that would make it inappropriate in the reasonable judgment of the Claiming Party for the same counsel to represent both the Claiming Party and the Indemnifying Party; (B) the third party claim seeks injunctive or other non-monetary relief against the Claiming Party; or (C) the Claiming Party elects to pursue one or more defenses or counterclaims available to it that are inconsistent with one or more defenses or counterclaims that are being pursued by the Indemnifying Party in respect toof such third party claim or any litigation related thereto, and/or it then the Claiming Party may, by notice to the Indemnifying Party, participate in the defense of such third party claim and shall refuse be entitled to retain its own counsel at the Indemnifying Party’s cost and expense. It is understood and agreed that the Indemnifying Party will not be bound by any determination of an Asserted Liability so defended or choose any compromise or settlement effected by the Claiming Party without its consent (which may not be withheld unreasonably). (c) Upon receipt of a Claims Notice involving an Asserted Liability that does not involve an Asserted Liability against or sought to conduct be collected by a defense againstthird Person, the Indemnifying Party shall have thirty (30) days from the receipt of a Claims Notice to notify the Claiming Party that the Indemnifying Party disputes such Third Asserted Liability. If the Indemnifying Party Claimdoes not so notify the Claiming Party, then the amount of such Asserted Liability shall be deemed, conclusively, a liability of the Indemnifying Party hereunder. If the Indemnifying Party shall object in writing to such Asserted Liability, then the Claiming Party shall have thirty (30) days to respond in a written statement to the right to conduct a defense against such Third Party Claim and shall have the right to settle and compromise such Third Party Claim without the consent objection of the Indemnifying Party. Once If after such thirty (30) day period there remains a dispute as to any Asserted Liability, then the amount parties shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to such Claim is liquidated Asserted Liability. If the parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If the Claim is finally determinedparties do not agree, then the Claiming Party shall be entitled to may pursue each and every remedy any other remedies available to it at law or in equity to enforce the indemnification provisions of this Article Six and, if it is determined, or the Indemnifying Party agrees, that it is obligated to indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees, which may be incurred by the Claiming Party in attempting to enforce indemnification under this Article Six, whether the same shall be enforced by suit or otherwiseit.