Common use of Procedures for Indemnification for Third Party Claims Clause in Contracts

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), and the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of and reasonably satisfactory to the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choicechoice and at its own expense. Any such notice of a Liability Third Party Claim shall identify with reasonable specificity the basis for the indemnification claimedThird Party Claim, the facts giving rise to the Liability Third Party Claim and the amount of the Liability Third Party Claim (or, if such amount is not yet known, a reasonable estimate of the amount of the LiabilityThird Party Claim). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Partypossession. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) 20 days after notice from the Indemnified Party of any such LiabilityThird Party Claim, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the LiabilityThird Party Claim. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the LiabilityThird Party Claim. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim. The Indemnified Party shall not, without the prior written consent (which shall not be unreasonably withheld or delayed) of the Indemnifying Party, settle, compromise or pay any Third Party Claim or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes (a) Verizon shall, and shall cause the other Verizon Indemnitees to, notify Spinco in writing promptly after learning of any Third-Party Claim for which any Verizon Indemnitee intends to seek indemnification from Spinco under this Article IXAgreement. Spinco shall, and shall cause the other Spinco Indemnitees to, notify Verizon in writing promptly after learning of any Third-Party entitled Claim for which any Spinco Indemnitee intends to be indemnified seek indemnification from Verizon under Article IX is referred this Agreement. The failure of any Indemnitee to herein as an “Indemnified Party,” and give such notice shall not relieve any Indemnifying Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The of its obligations and liabilities of the Parties under this Article IX with respect toV except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Information provided to the Indemnitee and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been claimed against or may be sustained by such Indemnitee. (b) Except as otherwise provided in paragraph (c) of this Section 5.3, relating an Indemnifying Party may, by notice to the Indemnitee and to Verizon, if Spinco is the Indemnifying Party, or arising out to the Indemnitee and Spinco, if Verizon is the Indemnifying Party, within thirty (30) days after receipt by such Indemnifying Party of claims such Indemnitee’s notice of third parties (individually, a “Third Third-Party Claim” and, collectively, undertake (itself or through another member of the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give Group of which the Indemnifying Party prompt written notice is a member) the defense or settlement of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a thirdsuch Third-party to this Agreement (a “Third Party Claim”), at such Indemnifying Party’s own expense and by counsel reasonably satisfactory to the Indemnitee. If an Indemnifying Party may undertake undertakes the defense of that claim by representatives chosen by it with any Third-Party Claim, such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not settle or compromise such Third-Party Claim without the prior written consent of the Indemnified Indemnifying Party, except that such Indemnifying Party shall not (i) require any Indemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interests, or (ii) without the prior written consent may of the Indemnitee and of Verizon, if the Indemnitee is a Verizon Indemnitee, or the Indemnitee and of Spinco, if the Indemnitee is a Spinco Indemnitee, consent to any settlement that does not include as a part thereof an unconditional release of the relevant Indemnitees from liability with respect to such Third-Party Claim or that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to be unreasonably withheldsubject to any non-monetary remedy. Subject to the Indemnifying Party’s control rights, conditioned or delayed, provided, that, in such eventas specified herein, the Indemnified Party will have the right to Indemnitees may participate in such investigation and defense, at their own expense. Following the provision of notices to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense through of any Third-Party Claim as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without prejudice to its right to seek indemnification hereunder. (c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Party which make it inappropriate for the Indemnifying Party to undertake the defense or settlement thereof, then such Indemnifying Party shall not be entitled to undertake the defense or settlement of such Third-Party Claim; and counsel for the Indemnifying Party shall be entitled to conduct the defense of such Indemnifying Party and counsel for the Indemnitee (selected by the Indemnitee) shall be entitled to conduct the defense of such Indemnitee, in which case the reasonable fees, costs and expenses of such counsel for the Indemnitee (but not more than one such counsel (in addition to local counsel, if any) reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such action as efficiently as possible. (d) In no event shall an Indemnifying Party be liable for the fees and expenses of more than one counsel for all Indemnitees (in addition to local counsel and its own choice. Any counsel, if any) in connection with any one action, or separate but similar or related actions, in the same jurisdiction arising out of the same general allegations or circumstances; provided, however, (i) if the Indemnitees are individuals, (ii) the claims for which they are seeking indemnification are covered under the Indemnifying Party’s directors and officers liability policy, and (iii) the Indemnifying Party’s insurance carrier has agreed to pay fees and expenses for multiple counsel, then the Indemnifying Party shall pay such notice fees and expenses. (e) If the Indemnifying Party undertakes the defense or settlement of a Liability shall identify with reasonable specificity the basis for the indemnification claimedThird-Party Claim, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party Indemnitee shall make available to the Indemnifying Party copies of and its counsel all relevant information and documents reasonably available to it which relate to such Third-Party Claim, and records otherwise cooperate as may reasonably be required in its possession at connection with the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnifyinvestigation, except defense and settlement thereof, subject to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume terms and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice conditions of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Partymutually acceptable joint defense agreement.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party Viasys shall, and shall give cause the Indemnifying Party prompt written notice other Viasys Indemnitees to, notify Thermo Electron in writing promptly after learning of any Liability regarding Third-Party Claim for which it seeks indemnificationany Viasys Indemnitee intends to seek indemnification from Thermo Electron under this Agreement. In Thermo Electron shall, and shall cause the event a Liability is the result other Thermo Electron Indemnitees to, notify Viasys in writing promptly after learning of a Liability asserted against the Indemnified any Third-Party by a third-party Claim for which any Thermo Electron Indemnitee intends to seek indemnification from Viasys under this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability)Agreement. The Indemnified Party shall make available to the Indemnifying Party copies failure of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party any Indemnitee to give prompt such notice shall not relieve the any Indemnifying Party of its obligation to indemnify, obligations under this Article V except to the extent that the such Indemnifying Party or its Affiliate is actually prejudiced by such failure to so notify materially prejudices give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Indemnifying Party’s ability information provided to defend such claim against a third partythe Indemnitee. (b) If Except as otherwise provided in subsection (c) of this Section 5.3, an Indemnifying Party may, by notice to the Indemnitee and to Viasys, if Thermo Electron is the Indemnifying Party, within ten (10) days or to Thermo Electron, if Viasys is the Indemnifying Party, at any time after notice from the Indemnified receipt by such Indemnifying Party of any such LiabilityIndemnitee's notice of a Third-Party Claim, notifies the Indemnified Party in writing undertake (itself or through another member of its election not to, or fails to, assume Group) the defense thereof in accordance with Section 9.3(a) or settlement of this Agreement, the Indemnified such Third-Party shall have the right (but not the obligation) to undertake Claim. If an Indemnifying Party undertakes the defense of the Liability. Any failure on the part of the Indemnifying any Third-Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstandingClaim, the such Indemnifying Party shall notthereby admit its obligation to indemnify the Indemnitee against such Third-Party Claim, and does such Indemnifying Party shall control the investigation and defense or settlement thereof, except that such Indemnifying Party shall not have require any authority toIndemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interest, nor shall the Indemnifying Party, without the prior written consent of the Indemnified PartyIndemnitee and of Viasys, settle if the Indemnitee is a Viasys Indemnitee, or compromise any Liability or of Thermo Electron, if the Indemnitee is a Thermo Electron Indemnitee, consent to the entry of judgment which any settlement that does not include as a part thereof an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment Indemnitees from liability with respect thereto, to such Third-Party Claim or that requires the Indemnitee or any Liability regarding which it has delivered notice of a claim for indemnification its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to submit to any non-monetary remedy; and subject to the Indemnifying Party's control rights, as specified herein, the Indemnitees may participate in such investigation and defense, at their own expense. (c) With respect to any Third-Party Claim, if there is a material conflict of interest between the Indemnifying Party and the Indemnitees involved, neither the Indemnifying Party nor the Indemnitees shall be entitled to control the defense or settlement thereof. If an Indemnitee notifies an Indemnifying Party of a Third-Party Claim pursuant to this Section 5.3, and the Indemnifying Party does not take control of the defense or settlement thereof, or prior to the time that it does so take control, neither the Indemnifying Party nor the Indemnitees shall be entitled to control the defense or settlement thereof. In any such event, the Indemnifying Parties and the Indemnitees involved shall each be entitled to conduct their own investigation and defense, but the parties shall cooperate to conduct such investigation and defense as efficiently as possible. No Indemnitee may compromise or settle any Third-Party Claim described in this subsection as to which indemnification from an Indemnifying Party has or will be sought under this Agreement without first obtaining the prior written consent of the such Indemnifying Party. (d) If an Indemnifying Party is required to indemnify any Indemnitees with respect to a Third-Party Claim described in subsection (which shall not be unreasonably withheld or delayed). An c) of this Section 5.3, such Indemnifying Party shall pay the reasonable attorneys' fees and expenses of one law firm representing the Indemnitees involved in each jurisdiction with respect thereto. (e) Viasys shall, and shall cause the other Viasys Indemnitees to, and Thermo Electron shall, and shall cause the other Thermo Electron Indemnitees to, make available to each other, their counsel and other Representatives, all information and documents reasonably available to them which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be deemed to have consented to a settlementrequired in connection with the investigation, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Partydefense and settlement thereof.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party Kadant shall, and shall give cause the Indemnifying Party prompt written notice other Kadant Indemnitees to, notify Thermo Electron in writing promptly after learning of any Liability regarding Third-Party Claim for which it seeks indemnificationany Kadant Indemnitee intends to seek indemnification from Thermo Electron under this Agreement. In Thermo Electron shall, and shall cause the event a Liability is the result other Thermo Electron Indemnitees to, notify Kadant in writing promptly after learning of a Liability asserted against the Indemnified any Third-Party by a third-party Claim for which any Thermo Electron Indemnitee intends to seek indemnification from Kadant under this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability)Agreement. The Indemnified Party shall make available to the Indemnifying Party copies failure of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party any Indemnitee to give prompt such notice shall not relieve the any Indemnifying Party of its obligation to indemnify, obligations under this Article V except to the extent that the such Indemnifying Party or its Affiliate is actually prejudiced by such failure to so notify materially prejudices give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Indemnifying Party’s ability information provided to defend such claim against a third partythe Indemnitee. (b) If Except as otherwise provided in subsection (c) of this Section 5.3, an Indemnifying Party may, by notice to the Indemnitee and to Kadant, if Thermo Electron is the Indemnifying Party, within ten (10) days or to Thermo Electron, if Kadant is the Indemnifying Party, at any time after notice from the Indemnified receipt by such Indemnifying Party of any such LiabilityIndemnitee's notice of a Third-Party Claim, notifies the Indemnified Party in writing undertake (itself or through another member of its election not to, or fails to, assume Group) the defense thereof in accordance with Section 9.3(a) or settlement of this Agreement, the Indemnified such Third-Party shall have the right (but not the obligation) to undertake Claim. If an Indemnifying Party undertakes the defense of the Liability. Any failure on the part of the Indemnifying any Third-Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstandingClaim, the such Indemnifying Party shall notthereby admit its obligation to indemnify the Indemnitee against such Third-Party Claim, and does such Indemnifying Party shall control the investigation and defense or settlement thereof, except that such Indemnifying Party shall not have require any authority toIndemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interest, nor shall the Indemnifying Party, without the prior written consent of the Indemnified PartyIndemnitee and of Kadant, settle if the Indemnitee is a Kadant Indemnitee, or compromise any Liability or of Thermo Electron, if the Indemnitee is a Thermo Electron Indemnitee, consent to the entry of judgment which any settlement that does not include as a part thereof an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment Indemnitees from liability with respect thereto, to such Third-Party Claim or that requires the Indemnitee or any Liability regarding which it has delivered notice of a claim for indemnification its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to submit to any non-monetary remedy; and subject to the Indemnifying Party's control rights, as specified herein, the Indemnitees may participate in such investigation and defense, at their own expense. (c) With respect to any Third-Party Claim, if there is a material conflict of interest between the Indemnifying Party and the Indemnitees involved, neither the Indemnifying Party nor the Indemnitees shall be entitled to control the defense or settlement thereof. If an Indemnitee notifies an Indemnifying Party of a Third-Party Claim pursuant to this Section 5.3, and the Indemnifying Party does not take control of the defense or settlement thereof, or prior to the time that it does so take control, neither the Indemnifying Party nor the Indemnitees shall be entitled to control the defense or settlement thereof. In any such event, the Indemnifying Parties and the Indemnitees involved shall each be entitled to conduct their own investigation and defense, but the parties shall cooperate to conduct such investigation and defense as efficiently as possible. No Indemnitee may compromise or settle any Third-Party Claim described in this subsection as to which indemnification from an Indemnifying Party has or will be sought under this Agreement without first obtaining the prior written consent of the such Indemnifying Party. (d) If an Indemnifying Party is required to indemnify any Indemnitees with respect to a Third-Party Claim described in subsection (which shall not be unreasonably withheld or delayed). An c) of this Section 5.3, such Indemnifying Party shall pay the reasonable attorneys' fees and expenses of one law firm representing the Indemnitees involved in each jurisdiction with respect thereto. (e) Kadant shall, and shall cause the other Kadant Indemnitees to, and Thermo Electron shall, and shall cause the other Thermo Electron Indemnitees to, make available to each other, their counsel and other Representatives, all information and documents reasonably available to them which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be deemed to have consented to a settlementrequired in connection with the investigation, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Partydefense and settlement thereof.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result case of a Liability asserted against the Indemnified Party by a third-third party to this Agreement claim or demand (a “Third Party Claim”)) made by any Person who is not a Party to this Agreement (or an Affiliate thereof) as to which a Party (the “Indemnitor”) may be obligated to provide indemnification pursuant to this Agreement, such Party seeking indemnification hereunder (“Indemnitee”) will notify the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent Indemnitor in writing of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, Third Party Claim (and specifying in such event, reasonable detail the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the factual basis for the indemnification claimed, the facts giving rise Third Party Claim and to the Liability and extent known, the amount of the Liability (orThird Party Claim) reasonably promptly after becoming aware of such Third Party Claim; provided, if such amount is not yet knownhowever, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party that failure to give prompt notice shall such notification will not relieve affect the Indemnifying Party of its obligation to indemnify, indemnification provided hereunder except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend Indemnitor shall have been actually prejudiced as a result of such claim against a third partyfailure. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying PartyIndemnitor will be entitled, within ten (10) days [*] after receipt of written notice from the Indemnified Party Indemnitee of the commencement or assertion of any such LiabilityThird Party Claim, notifies the Indemnified Party in writing of its election not to, or fails to, to assume the defense thereof (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee, for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim: (i) the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel (which shall be reasonably satisfactory to the Indemnitor) to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; and provided further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee; (ii) so long as the Indemnitor is conducting the defense of the Third Party Claim in accordance with Section 9.3(a) of this Agreement7.1 or 7.2, as the case may be, the Indemnified Indemnitee may retain separate co-counsel at its sole cost and expense and participate if reasonably practicable in the defense of the Third Party Claim; (iii) the Indemnitor will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including providing to the Indemnitee on reasonable request updates and summaries as to the status thereof); and (iv) all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). (c) If the Indemnitor does not elect to assume control of the defense of any Third Party Claim within the [*] period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right (but not right, at the obligation) expense of the Indemnitor, after [*] notice to the Indemnitor of its intent to do so, to undertake the defense of the Liability. Any failure on Third Party Claim for the part account of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election Indemnitor (with counsel selected by the Indemnifying Indemnitee), and to compromise or settle such Third Party not to assume and control the defense of the LiabilityClaim, exercising reasonable business judgment. (cd) Anything If the Indemnitor acknowledges in this Section 9.3 writing its obligation to indemnify the contrary notwithstandingIndemnitee for a Third Party Claim, the Indemnifying Indemnitee will agree to any settlement, compromise, or discharge of such Third Party shall notClaim that the Indemnitor may recommend that by its terms obligates the Indemnitor to pay the full amount of Losses (whether through settlement or otherwise) in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee completely from all Liability in connection with such Third Party Claim; provided, and does not have any authority tohowever, that, without the Indemnitee’s prior written consent, the Indemnitor shall not consent to any settlement, compromise, or discharge (including the consent to entry of any judgment), and the Indemnitee may refuse to agree to any such settlement, compromise, or discharge, that provides for injunctive or other nonmonetary relief affecting the Indemnitee. If the Indemnitor acknowledges in writing its obligation to indemnify the Indemnitee for a Third Party Claim, the Indemnitee shall not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnitor’s prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes (a) Verizon shall, and shall cause the other Verizon Indemnitees to, notify Idearc in writing promptly after learning of any Third-Party Claim for which any Verizon Indemnitee intends to seek indemnification from Idearc under this Article IXAgreement. Idearc shall, and shall cause the other Idearc Indemnitees to, notify Verizon in writing promptly after learning of any Third-Party entitled Claim for which any Idearc Indemnitee intends to be indemnified seek indemnification from Verizon under Article IX is referred this Agreement. The failure of any Indemnitee to herein as an “Indemnified Party,” and give such notice shall not relieve any Indemnifying Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The of its obligations and liabilities of the Parties under this Article IX with respect toII except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Information provided to the Indemnitee and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been claimed against or may be sustained by such Indemnitee. (b) Except as otherwise provided in paragraph (c) of this Section 2.5, relating an Indemnifying Party may, by notice to the Indemnitee and to Verizon, if Idearc is the Indemnifying Party, or arising out to the Indemnitee and Idearc, if Verizon is the Indemnifying Party, within thirty (30) days after receipt by such Indemnifying Party of claims such Indemnitee’s notice of third parties (individually, a “Third Third-Party Claim” and, collectively, undertake (itself or through another member of the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give Group of which the Indemnifying Party prompt written notice is a member) the defense or settlement of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a thirdsuch Third-party to this Agreement (a “Third Party Claim”), at such Indemnifying Party’s own expense and by counsel reasonably satisfactory to the Indemnitee. If an Indemnifying Party may undertake undertakes the defense of that claim by representatives chosen by it with any Third-Party Claim, such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not settle or compromise such Third-Party Claim without the prior written consent of the Indemnified Indemnifying Party, except that such Indemnifying Party shall not (i) require any Indemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interests, or (ii) without the prior written consent may of the Indemnitee and of Verizon, if the Indemnitee is a Verizon Indemnitee, or the Indemnitee and of Idearc, if the Indemnitee is an Idearc Indemnitee, consent to any settlement that does not include as a part thereof an unconditional release of the relevant Indemnitees from liability with respect to such Third-Party Claim or that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to be unreasonably withheldsubject to any non-monetary remedy. Subject to the Indemnifying Party’s control rights, conditioned or delayed, provided, that, in such eventas specified herein, the Indemnified Party will have the right to Indemnitees may participate in such investigation and defense, at their own expense. Following the provision of notices to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense through of any Third-Party Claim as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without prejudice to its right to seek indemnification hereunder. (c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Party which make it inappropriate for the Indemnifying Party to undertake the defense or settlement thereof, then such Indemnifying Party shall not be entitled to undertake the defense or settlement of such Third-Party Claim; and counsel for the Indemnifying Party shall be entitled to conduct the defense of such Indemnifying Party and counsel for the Indemnitee (selected by the Indemnitee) shall be entitled to conduct the defense of such Indemnitee, in which case the reasonable fees, costs and expenses of such counsel for the Indemnitee (but not more than one such counsel (in addition to local counsel, if any) reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such action as efficiently as possible. (d) In no event shall an Indemnifying Party be liable for the fees and expenses of more than one counsel for all Indemnitees (in addition to local counsel and its own choice. Any counsel, if any) in connection with any one action, or separate but similar or related actions, in the same jurisdiction arising out of the same general allegations or circumstances; provided, however, (i) if the Indemnitees are individuals, (ii) the claims for which they are seeking indemnification are covered under the Indemnifying Party’s directors and officers liability policy, and (iii) the Indemnifying Party’s insurance carrier has agreed to pay fees and expenses for multiple counsel, then the Indemnifying Party shall pay such notice fees and expenses. (e) If the Indemnifying Party undertakes the defense or settlement of a Liability shall identify with reasonable specificity the basis for the indemnification claimedThird-Party Claim, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party Indemnitee shall make available to the Indemnifying Party copies of and its counsel all relevant information and documents reasonably available to it which relate to such Third-Party Claim, and records otherwise cooperate as may reasonably be required in its possession at connection with the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnifyinvestigation, except defense and settlement thereof, subject to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume terms and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice conditions of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Partymutually acceptable joint defense agreement.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party Parent shall, and shall give cause the Indemnifying Party prompt written notice other Parent Indemnitees to, notify Technologies in writing promptly after learning of any Liability regarding Third-Party Claim for which it seeks indemnificationany Parent Indemnitee intends to seek indemnification from Technologies under this Agreement. In Technologies shall, and shall cause the event a Liability is the result other Technologies Indemnitees to, notify Parent in writing promptly after learning of a Liability asserted against the Indemnified any Third-Party by a third-party Claim for which any Technologies Indemnitee intends to seek indemnification from Parent under this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability)Agreement. The Indemnified Party shall make available to the Indemnifying Party copies failure of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party any Indemnitee to give prompt such notice shall not relieve the any Indemnifying Party of its obligation to indemnify, obligations under this Article V except to the extent that the such Indemnifying Party or its --------- Affiliate is actually prejudiced by such failure to so notify materially prejudices give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Indemnifying Party’s ability Information provided to defend such claim against a third partythe Indemnitee. (b) If Except as otherwise provided in paragraph (c) of this Section ------- 5.3, an Indemnifying Party may, by notice to the Indemnitee and to Parent, if --- Technologies is the Indemnifying Party, within ten (10) days or to the Indemnitee and Technologies, if Parent is the Indemnifying Party, at any time after notice from the Indemnified receipt by such Indemnifying Party of any such LiabilityIndemnitee's notice of a Third-Party Claim, notifies undertake (itself or through another member of the Indemnified Group of which the Indemnifying Party in writing of its election not to, or fails to, assume is a member) the defense thereof in accordance with Section 9.3(a) or settlement of this Agreement, the Indemnified such Third-Party shall have the right (but not the obligation) to undertake Claim. If an Indemnifying Party undertakes the defense of the Liability. Any failure on the part of the Indemnifying any Third-Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstandingClaim, the such Indemnifying Party shall notthereby admit its obligation to indemnify the Indemnitee against such Third-Party Claim, and does such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not have settle or compromise such Third- Party Claim, except that such Indemnifying Party shall not (i) require any authority toIndemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interests, or (ii) without the prior written consent of the Indemnified PartyIndemnitee and of Parent, settle if the Indemnitee is a Parent Indemnitee, or compromise any Liability or the Indemnitee and of Technologies, if the Indemnitee is a Technologies Indemnitee, consent to the entry of judgment which any settlement that does not include as a part thereof an unconditional term thereof the unconditional release of the Indemnified Party, Indemnitees from liability with respect to such Third-Party Claim or consent that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy; and subject to the entry Indemnifying Party's control rights, as specified herein, the Indemnitees may participate in such investigation and defense, at their own expense. Following the provision of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification notices to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense of any Third-Party Claim as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without first obtaining the written consent of prejudice to its right to seek indemnification hereunder. (c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Party which make it inappropriate for the Indemnifying Party (which to undertake the defense or settlement thereof, then such Indemnifying Party shall not be unreasonably withheld entitled to undertake the defense or delayed). An settlement of such Third-Party Claim; and counsel for the Indemnifying Party shall be deemed entitled to have consented to a settlement, compromise, payment or judgment conduct the defense of such Indemnifying Party and counsel for the Indemnitee (selected by the Indemnified Party if it does not respond Indemnitee) shall be entitled to written notice from conduct the Indemnified Party seeking such consent within ten (10) days after delivery defense of such notice Indemnitee, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such action as efficiently as possible. (d) In no event shall an Indemnifying Party be liable for the costs, fees and expenses of more than one counsel for all Indemnitees (in addition to its own counsel, if any) in connection with any one action, or separate but similar or related actions, in the same jurisdiction arising out of the same general allegations or circumstances. (e) Technologies shall, and shall cause the other Technologies Indemnitees to, and Parent shall, and shall cause the other Parent Indemnitees to, make available to each other, their counsel and other Representatives, all information and documents reasonably available to them which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be required in connection with the investigation, defense and settlement thereof, subject to the Indemnifying Partyterms and conditions of a mutually acceptable joint defense agreement. Any joint defense agreement entered into by Technologies or Parent with any third party relating to any Third-Party Claim shall provide that Technologies or Parent may, if requested, provide information obtained through any such agreement to the Technologies Indemnitees and/or the Parent Indemnitees.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party GmbH shall, and shall give cause the Indemnifying Party prompt written notice other FWD Business Indemnitees to, notify Fresenius AG in writing promptly after learning of any Liability regarding Third-Party Claim for which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party any FWD Business Indemnitee intends to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the seek indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party.from Fresenius AG (b) If Except as otherwise provided in subsection (c) of this Section 4.03, an Indemnifying Party may, by notice to the Indemnitee and to FWD Indemnitor, if Fresenius AG is the Indemnifying Party, within ten (10) days or to the indemnitees and Fresenius AG, if FWD Indemnitor is the Indemnifying Party, at any time after notice from the Indemnified receipt by such Indemnifying Party of any such LiabilityIndemnitee's notice of a Third-Party Claim, notifies undertake (itself or through another member of the Indemnified Group of which the Indemnifying Party in writing of its election not to, or fails to, assume is a member) the defense thereof in accordance with Section 9.3(a) or settlement of this Agreement, the Indemnified such Third-Party shall have the right (but not the obligation) to undertake Claim. If an Indemnifying Party undertakes the defense of the Liability. Any failure on the part of the Indemnifying any Third-Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstandingClaim, the such Indemnifying Party shall notthereby admit its obligation to indemnify the Indemnitee against such Third-Party Claim, and does such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not have settle or compromise such Third-Party Claim, except that such Indemnifying Party shall not require any authority toIndemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interests, nor shall the Indemnifying Party, without the prior written consent of the Indemnified PartyIndemnitee and of FWD Indemnitor, settle if the Indemnitee is a FWD Business Indemnitee, or compromise any Liability or of the Indemnitee and of Fresenius AG, if the Indemnitee is a Fresenius AG Indemnitee, consent to the entry of judgment which any settlement that does not include as a part thereof an unconditional term thereof the unconditional release of the Indemnified Party, Indemnitees from liability with respect to such Third-Party Claim or consent that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to submit to any non-monetary remedy; and subject to the entry Indemnifying Party's control rights, as specified herein, the Indemnitees may participate in such investigation and defense, at their own expense. Following the provision of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense of any Third-Party Claim, as provided herein, such Indemnified Party shall control the investigation and defense or settlement thereof, without first obtaining the written consent of prejudice to its right to seek indemnification hereunder. (c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Party which make it inappropriate for the Indemnifying Party (which to undertake the defense or settlement thereof, then such Indemnifying Party shall not be unreasonably withheld entitled to assume undertake the defense or delayed). An settlement of such Third-Party Claim; and counsel for the Indemnifying Party shall be deemed entitled to have consented to a settlement, compromise, payment or judgment by conduct the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery defense of such notice Indemnifying Party and counsel for the Indemnitee shall be entitled to conduct the defense of such Indemnitee, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such action as efficiently as possible. (d) In no event shall an Indemnifying Party be liable for the fees and expenses of more than one counsel for all Indemnitees in connection with any one action, (e) FWD Indemnitor shall, and shall cause the other FWD Business Indemnitees to, and Fresenius AG shall, and shall cause the other Fresenius AG Indemnitees to, make available to each other, their counsel and other Representatives, all information and documents reasonably available to them which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be required in connection with the investigation, defense and settlement thereof. Any joint defense agreement entered into by Fresenius AG or FWD Indemnitor with any third party relating to any Third-Party Claim shall provide that Fresenius AG or FWD Indemnitor may, if requested, provide information obtained through any such agreement to the Indemnifying PartyFresenius AG Indemnitees or the FWD Business Indemnitees.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX10, any Party entitled to be indemnified under Article IX 10 is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX 10 is referred to herein as an “Indemnifying Party.” ”. The obligations and liabilities of the Parties under this Article IX 10 with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), and the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of and reasonably satisfactory to the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choicechoice and at its own expense. Any such notice of a Liability Third Party Claim shall identify with reasonable specificity the basis for the indemnification claimedThird Party Claim, the facts giving rise to the Liability Third Party Claim and the amount of the Liability Third Party Claim (or, if such amount is not yet known, a reasonable estimate of the amount of the LiabilityThird Party Claim). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Partypossession. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) 20 days after notice from the Indemnified Party of any such LiabilityThird Party Claim, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a10.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the LiabilityThird Party Claim. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the LiabilityThird Party Claim. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of If a claim or demand is made against a Florida Progress Indemnitee or an Echelon Indemnitee (each, an "Indemnitee") by any Liability regarding which it seeks indemnification. In the event Person who is not a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third "Third-Party Claim”") as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 4.1 hereof to make such indemnification (the "Indemnifying Party") in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event within 15 business days) after receipt by such Indemnitee of written notice of the Third-Party 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 (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. If a Third-Party Claim is made against an Indemnitee, the Indemnifying Party may undertake shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of that claim a Third-Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by representatives chosen by it the Indemnitee in connection with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, defense thereof; provided, thatthat such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such eventIndemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. Where there is more than one Indemnitee and the Indemnifying Party is responsible for the fees and expenses of separate counsel on behalf of such Indemnitees, the Indemnified Indemnifying Party will shall be responsible for the fees and expenses of only one such separate counsel unless, in the reasonable opinion of such counsel, the interests of the Indemnitees are such that representation by a single counsel would or could create a conflict of interest or otherwise be inappropriate, in which event the several Indemnitees may employ separate counsel to the extent necessary to avoid such conflict or as otherwise may be reasonably appropriate, and the fees and expenses of each such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in such the defense through counsel thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own choice. Any such notice of a Liability shall identify with reasonable specificity expense, separate from the basis for counsel employed by the indemnification claimedIndemnifying Party, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to it being understood that the Indemnifying Party copies shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third-Party Claim, all relevant documents of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and records in its possession at the expense witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve If the Indemnifying Party of its obligation to indemnifyacknowledges in writing responsibility for a Third-Party Claim, except to then in no event will the extent that the failure to so notify materially prejudices Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party’s ability 's prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party if the Indemnitee releases (in writing) the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third-Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and releases the Indemnitee completely in connection with such Third- Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third-Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim against a third partyfor money damages. If such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. (b) If In the Indemnifying Party, within ten (10) days after notice from the Indemnified Party event of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the payment by an Indemnifying Party to notify the Indemnified any Indemnitee in connection with any Third-Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstandingClaim, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An such Indemnifying Party shall be deemed subrogated to have consented to a settlement, compromise, payment or judgment by and shall stand in the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery place of such notice Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties parties under this Article IX Agreement with respect to, relating to to, caused (in whole or in part) by or arising out of claims of third parties (individually, a “Third Party Claim” and, and collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give furnish the Indemnifying Party with prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability Third Party Claim shall identify with reasonable specificity the basis for the indemnification claimedThird Party Claim, the facts giving rise to the Liability Third Party Claim, and the amount of the Liability Third Party Claim (or, if such amount is not yet known, a reasonable estimate of the amount of the LiabilityThird Party Claim). Failure of an Indemnified Party to give such prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify hereunder. (b) If a Third Party Claim is made against an Indemnified Party, then the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim upon written notice to the effect thereof furnished to the Indemnified Party, in which event the Indemnifying Party will so assume the defense thereof with counsel selected solely and exclusively by such Indemnifying Party. In the event that the Indemnifying Party assumes such defense, then the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at the Indemnified Party’s sole cost and expense, separate from the counsel employed by the Indemnifying Party. The Indemnified Party shall also make available to the Indemnifying Party copies of all relevant documents and records in its possession at and shall otherwise reasonably assist the expense of Indemnifying Party in such defense if requested by the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (bc) If In the event that the Indemnifying Party, within ten twenty (1020) days after notice from the Indemnified Party of any such LiabilityThird Party Claim (or such lesser time as is reasonable), notifies the Indemnified Party in writing of its election not to, or fails to, to assume the defense thereof in accordance with pursuant to Section 9.3(a7.03(b) of this Agreementhereof, then the Indemnified Party shall (upon notice to the Indemnifying Party) have the right (but not the obligation) to undertake the defense defense, compromise or settlement of the Liability. Any failure on Third Party Claim, subject to the part right of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to thereafter assume and control the defense of the Liabilitysuch Third Party Claim at any time prior to settlement, compromise or final determination thereof. (cd) Anything Notwithstanding anything to the contrary contained in this Section 9.3 to the contrary notwithstanding7.03, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release giving by the claimant and/or plaintiff to or in favor of the Indemnified Party, or consent to the entry Party of judgment with an unconditional release from all liability in respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Third Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying PartyClaim.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of If a claim or demand is made against a Florida Progress Indemnitee or an Echelon Indemnitee (each, an "Indemnitee") by any Liability regarding which it seeks indemnification. In the event Person who is not a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third "Third-Party Claim”)") as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 4.1 hereof to make such indemnification (the "Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent Party") in writing, and in reasonable detail, of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, Third-Party Claim promptly (and in any event within [15] business days) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided, thathowever, in that failure to give such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability notification shall identify with reasonable specificity the basis for not affect the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the failure Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to so notify materially prejudices give such notice). Thereafter, the Indemnifying Party’s ability Indemnitee shall deliver to defend such claim against a third party. (b) If the Indemnifying Party, promptly (and in any event within ten five business days) after the Indemnitee's receipt thereof, copies of all notices and documents (10including court papers) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election received by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 Indemnitee relating to the contrary notwithstandingThird-Party Claim. If a Third-Party Claim is made against an Indemnitee, the Indemnifying Party shall notbe entitled to participate in the defense thereof and, if it so chooses and does not have any authority toacknowledges in writing its obligation to indemnify the Indemnitee therefor, without to assume the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term defense thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to counsel selected by the Indemnifying Party, without first obtaining ; provided that such counsel is not reasonably objected to by the written consent of Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within [30] days (which shall not be unreasonably withheld or delayedsooner if the nature of the Third- Party Claim so requires). An , notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be deemed liable to have consented to a settlement, compromise, payment the Indemnitee for legal or judgment other expenses subsequently incurred by the Indemnified Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery exists in respect of such notice to the Indemnifying Party.claim which would make representation of both such parties

Procedures for Indemnification for Third Party Claims. For purposes (a) AT Co. shall, and shall cause the other AT Co. Indemnitees to, notify Spinco in writing promptly after learning of any Third-Party Claim for which any AT Co. Indemnitee intends to seek indemnification from Spinco under this Article IXAgreement. Spinco shall, and shall cause the other Spinco Indemnitees to, notify AT Co. in writing promptly after learning of any Third-Party entitled Claim for which any Spinco Indemnitee intends to be indemnified seek indemnification from AT Co. under Article IX is referred this Agreement. The failure of any Indemnitee to herein as an “Indemnified Party,” and give such notice shall not relieve any Indemnifying Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The of its obligations and liabilities of the Parties under this Article IX with respect toVII except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Information provided to the Indemnitee and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been claimed against or may be sustained by such Indemnitee. (b) Except as otherwise provided in paragraph (c) of this Section 7.3, relating an Indemnifying Party may, by notice to the Indemnitee and to AT Co., if Spinco is the Indemnifying Party, or arising out to the Indemnitee and Spinco, if AT Co. is the Indemnifying Party, within 30 days after receipt by such Indemnifying Party of claims such Indemnitee's notice of third parties (individually, a “Third Third-Party Claim” and, collectively, undertake (itself or through another member of the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give Group of which the Indemnifying Party prompt written notice is a member) the defense or settlement of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a thirdsuch Third-party to this Agreement (a “Third Party Claim”), at such Indemnifying Party's own expense and by counsel reasonably satisfactory to the Indemnitee. If an Indemnifying Party may undertake undertakes the defense of that claim by representatives chosen by it with any Third-Party Claim, such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not settle or compromise such Third-Party Claim without the prior written consent of the Indemnified Indemnifying Party, except that such Indemnifying Party shall not (i) require any Indemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interests, or (ii) without the prior written consent may of the Indemnitee and of AT Co., if the Indemnitee is an AT Co. Indemnitee, or the Indemnitee and of Spinco, if the Indemnitee is a Spinco Indemnitee, consent to any settlement that does not include as a part thereof an unconditional release of the relevant Indemnitees from liability with respect to such Third-Party Claim or that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to be unreasonably withheldsubject to any non-monetary remedy. Subject to the Indemnifying Party's control rights, conditioned or delayed, provided, that, in such eventas specified herein, the Indemnified Party will have the right to Indemnitees may participate in such investigation and defense, at their own expense. Following the provision of notices to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense through of any Third-Party Claim as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without prejudice to its right to seek indemnification hereunder. (c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Party which make it inappropriate for the Indemnifying Party to undertake the defense or settlement thereof, then such Indemnifying Party shall not be entitled to undertake the defense or settlement of such Third-Party Claim; and counsel for the Indemnifying Party shall be entitled to conduct the defense of such Indemnifying Party and counsel for the Indemnitee (selected by the Indemnitee) shall be entitled to conduct the defense of such Indemnitee, in which case the reasonable fees, costs and expenses of such counsel for the Indemnitee (but not more than one counsel (in addition to local counsel, if any) reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such action as efficiently as possible. (d) In no event shall an Indemnifying Party be liable for the fees and expenses of more than one counsel for all Indemnitees (in addition to local counsel and its own choice. Any such notice counsel, if any) in connection with any one action, or separate but similar or related actions, in the same jurisdiction arising out of the same general allegations or circumstances. (e) If the Indemnifying Party undertakes the defense or settlement of a Liability shall identify with reasonable specificity the basis for the indemnification claimedThird-Party Claim, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party Indemnitee shall make available to the Indemnifying Party copies of and its counsel all relevant information and documents reasonably available to it which relate to any Third-Party Claim, and records otherwise cooperate as may reasonably be required in its possession at connection with the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnifyinvestigation, except defense and settlement thereof, subject to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume terms and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice conditions of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Partymutually acceptable joint defense agreement.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX9, any Party party entitled to be indemnified under Article IX 9 is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX 9 is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties parties under this Article IX 9 with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), and the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of and reasonably satisfactory to the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choicechoice and at its own expense. Any such notice of a Liability Third Party Claim shall identify with reasonable specificity the basis for the indemnification claimedThird Party Claim, the facts giving rise to the Liability Third Party Claim and the amount of the Liability Third Party Claim (or, if such amount is not yet known, a reasonable estimate of the amount of the LiabilityThird Party Claim). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Partypossession. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim. The Indemnified Party shall not, without the prior written consent (which shall not be unreasonably withheld or delayed) of the Indemnifying Party, settle, compromise or pay any Third Party Claim or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes (a) HP Co. shall, and shall cause the other HP Co. Indemnitees to, notify Spinco in writing promptly after learning of any Third-Party Claim for which any HP Co. Indemnitee intends to seek indemnification from Spinco under this Article IXAgreement. Spinco shall, and shall cause the other Spinco Indemnitees to, notify HP Co. in writing promptly after learning of any Third-Party entitled Claim for which any Spinco Indemnitee intends to be indemnified seek indemnification from HP Co. under Article IX is referred this Agreement. The failure of any Indemnitee to herein as an “Indemnified Party,” and give such notice shall not relieve any Indemnifying Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The of its obligations and liabilities of the Parties under this Article IX with respect toV except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Information provided to the Indemnitee and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been claimed against or may be sustained by such Indemnitee. (b) Except as otherwise provided in paragraph (c) of this Section 5.3, relating an Indemnifying Party may, by notice to the Indemnitee and to HP Co., if Spinco is the Indemnifying Party, or arising out to the Indemnitee and Spinco, if HP Co. is the Indemnifying Party, at any time after receipt by such Indemnifying Party of claims such Indemnitee's notice of third parties (individually, a “Third Third-Party Claim” and, collectively, undertake (itself or through another member of the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give Group of which the Indemnifying Party prompt written notice is a member) the defense or settlement of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a thirdsuch Third-party to this Agreement (a “Third Party Claim”), at such Indemnifying Party's own expense and by counsel reasonably satisfactory to the Indemnitee. If an Indemnifying Party may undertake undertakes the defense of any Third-Party Claim, such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not settle or compromise such Third-Party Claim, except that claim by representatives chosen by it such Indemnifying Party shall not (i) require any Indemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interests, or (ii) without the prior written consent of the Indemnified Indemnitee and of HP Co., if the Indemnitee is an HP Co. Indemnitee, or the Indemnitee and of Spinco, if the Indemnitee is a Spinco Indemnitee, consent to any settlement that does not include as a part thereof an unconditional release of the relevant Indemnitees from liability with respect to such Third-Party Claim or that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy. Subject to the Indemnifying Party's control rights, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such eventas specified herein, the Indemnified Party will have the right to Indemnitees may participate in such investigation and defense, at their own expense. Following the provision of notices to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense through of any Third-Party Claim as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without prejudice to its right to seek indemnification hereunder. (c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Party which make it inappropriate for the Indemnifying Party to undertake the defense or settlement thereof, then such Indemnifying Party shall not be entitled to undertake the defense or settlement of such Third-Party Claim; and counsel for the Indemnifying Party shall be entitled to conduct the defense of such Indemnifying Party and counsel for the Indemnitee (selected by the Indemnitee) shall be entitled to conduct the defense of such Indemnitee, in which case the reasonable fees, costs and expenses of such counsel for the Indemnitee (but not more than one counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such action as efficiently as possible. (d) In no event shall an Indemnifying Party be liable for the fees and expenses of more than one counsel for all Indemnitees (in addition to local counsel and its own choice. Any such notice counsel, if any) in connection with any one action, or separate but similar or related actions, in the same jurisdiction arising out of the same general allegations or circumstances. (e) If the Indemnifying Party undertakes the defense or settlement of a Liability shall identify with reasonable specificity the basis for the indemnification claimedThird-Party Claim, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party Indemnitee shall make available to the Indemnifying Party copies of and its counsel all relevant information and documents reasonably available to it which relate to any Third-Party Claim, and records otherwise cooperate as may reasonably be required in its possession at connection with the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnifyinvestigation, except defense and settlement thereof, subject to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume terms and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice conditions of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Partymutually acceptable joint defense agreement.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IXX, any Party entitled to be indemnified under Article IX X is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX X is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX X with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), and the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of and reasonably satisfactory to the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, provided that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choicechoice and at its own expense. Any such notice of a Liability Third Party Claim shall identify with reasonable specificity the basis for the indemnification claimedThird Party Claim, the facts giving rise to the Liability Third Party Claim and the amount of the Liability Third Party Claim (or, if such amount is not yet known, a reasonable estimate of the amount of the LiabilityThird Party Claim). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Partypossession. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) 20 days after notice from the Indemnified Party of any such LiabilityThird Party Claim, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a10.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the LiabilityThird Party Claim. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the LiabilityThird Party Claim. (c) Anything in this Section 9.3 10.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim. The Indemnified Party shall not, without the prior written consent (which shall not be unreasonably withheld or delayed) of the Indemnifying Party, settle, compromise or pay any Third Party Claim or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes Whenever indemnification is sought under this Section 5 in connection with a claim or demand brought by a third party, the party seeking indemnification (the "Indemnitee") will promptly notify the party from whom indemnification is sought (the "Indemnitor"), specifying the nature of this Article IXsuch claims, any Party entitled to be indemnified under Article IX the amount or estimated amount of such claim and attaching copies of all relevant information concerning the underlying claim of liability. Within ten days of receipt of such notice, the Indemnitor will notify the Indemnitee promptly whether it disputes its indemnification obligation. If the indemnification obligation is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities not so disputed, the Indemnitor, at the option of the Parties under this Article IX with respect toIndemnitee, relating will, at the Indemnitor's cost and expense, defend any such claim. If the Indemnitee so elects for the Indemnitor to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectivelydefend any claim, the “Third Party Claims”) shall be subject to Indemnitor will have full control over the following terms and conditions: (a) The Indemnified Party shall give conduct of such proceeding, although the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party Indemnitee will have the right to participate in such defense through retain legal counsel of at its own choiceexpense and will have the right to approve any settlement of any claim, provided that such approval may not be withheld unreasonably. Any such notice of a Liability shall identify with reasonable specificity If the basis Indemnitee does not elect for the indemnification claimedIndemnitor to assume the defense of such claim, the facts giving rise Indemnitee will have the right to defend the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession claim at the reasonable cost and expense of the Indemnifying PartyIndemnitor. Failure of an Indemnified Party The Indemnitor will not be obligated to give prompt notice shall not relieve indemnify the Indemnifying Party of its obligation Indemnitee with respect to indemnify, except such third party claim to the extent that the failure to so notify materially prejudices the Indemnifying Party’s Indemnitor's ability to defend such claim against a third party. (b) If has been irreparably prejudiced by the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, failure or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense delay of the Liability. Any failure on Indemnitee to give Indemnitor the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election notice required by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party5.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IXSections 9.4 and 9.5, any Party party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party"INDEMNIFIED PARTY,” " and any Party party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party"INDEMNIFYING PARTY.” " The obligations and liabilities of the Parties parties under this Article IX Agreement with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, "THIRD PARTY CLAIM," and collectively, the “Third Party Claims”"THIRD PARTY CLAIMS") shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), and, provided that the Indemnifying Party acknowledges in writing its obligation to indemnify in accordance with the terms of this Agreement, the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Partyit, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, provided the Indemnified Party will have the right to participate in such defense and settlement discussions, through counsel of its own choicechoice and at its own expense and provided, further, that the Indemnifying Party shall keep the Indemnified Party informed as to the status of the defense. Any such notice of a Liability Third Party Claim shall identify with reasonable specificity the basis for the indemnification claimedThird Party Claim, the facts giving rise to the Liability Third Party Claim and the amount of the Liability Third Party Claim (or, if such amount is not yet known, a reasonable estimate of the amount of the LiabilityThird Party Claim). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Partypossession. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices adversely affects the Indemnifying Party’s 's ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) 30 days after notice from the Indemnified Party of any such LiabilityThird Party Claim (or ten (10) days in the case of a Third Party Claim with respect to which a complaint has been filed), notifies the Indemnified Party in writing of its election not to, or fails to, to assume the defense thereof in accordance with Section 9.3(a9.4(a) of this Agreement, the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right (but not the obligation) to undertake the defense defense, compromise or settlement of the LiabilityThird Party Claim. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its the election shall be deemed an election by the Indemnifying Party not to assume and control the defense and settlement of the LiabilityThird Party Claim. (c) Anything in this Section 9.3 9.4 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim. In the event the Indemnifying Party assumes the defense of a Third Party Claim as provided above or otherwise acknowledges in writing its indemnification obligation, the Indemnified Party shall not, without consultation and coordination with, and the prior written consent (which shall not be unreasonably withheld or delayed) of, the Indemnifying Party, settle, compromise or pay any Third Party Claim or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to . (d) If more than one party hereto comprise the Indemnifying Party, without first obtaining they shall use their best efforts to cooperate in the written consent defense of the Indemnifying Third Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed Claim with a view to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery avoiding duplication of such notice to the Indemnifying Partyexpenses.

Procedures for Indemnification for Third Party Claims. For purposes (a) Verizon shall, and shall cause the other Verizon Indemnitees to, notify Idearc in writing promptly after learning of any Third-Party Claim for which any Verizon Indemnitee intends to seek indemnification from Idearc under this Article IXAgreement. Idearc shall, and shall cause the other Idearc Indemnitees to, notify Verizon in writing promptly after learning of any Third- Party entitled Claim for which any Idearc Indemnitee intends to be indemnified seek indemnification from Verizon under Article IX is referred this Agreement. The failure of any Indemnitee to herein as an “Indemnified Party,” and give such notice shall not relieve any Indemnifying Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The of its obligations and liabilities of the Parties under this Article IX with respect toII except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Information provided to the Indemnitee and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been claimed against or may be sustained by such Indemnitee. (b) Except as otherwise provided in paragraph (c) of this Section 2.5, relating an Indemnifying Party may, by notice to the Indemnitee and to Verizon, if Idearc is the Indemnifying Party, or arising out to the Indemnitee and Idearc, if Verizon is the Indemnifying Party, within thirty (30) days after receipt by such Indemnifying Party of claims such Indemnitee’s notice of third parties (individually, a “Third Third- Party Claim” and, collectively, undertake (itself or through another member of the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give Group of which the Indemnifying Party prompt written notice is a member) the defense or settlement of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a thirdsuch Third-party to this Agreement (a “Third Party Claim”), at such Indemnifying Party’s own expense and by counsel reasonably satisfactory to the Indemnitee. If an Indemnifying Party may undertake undertakes the defense of that claim by representatives chosen by it with any Third-Party Claim, such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not settle or compromise such Third-Party Claim without the prior written consent of the Indemnified Indemnifying Party, except that such Indemnifying Party shall not (i) require any Indemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interests, or (ii) without the prior written consent may of the Indemnitee and of Verizon, if the Indemnitee is a Verizon Indemnitee, or the Indemnitee and of Idearc, if the Indemnitee is an Idearc Indemnitee, consent to any settlement that does not include as a part thereof an unconditional release of the relevant Indemnitees from liability with respect to such Third-Party Claim or that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to be unreasonably withheldsubject to any non-monetary remedy. Subject to the Indemnifying Party’s control rights, conditioned or delayed, provided, that, in such eventas specified herein, the Indemnified Party will have the right to Indemnitees may participate in such investigation and defense, at their own expense. Following the provision of notices to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense through of any Third-Party Claim as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without prejudice to its right to seek indemnification hereunder. (c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Party which make it inappropriate for the Indemnifying Party to undertake the defense or settlement thereof, then such Indemnifying Party shall not be entitled to undertake the defense or settlement of such Third-Party Claim; and counsel for the Indemnifying Party shall be entitled to conduct the defense of such Indemnifying Party and counsel for the Indemnitee (selected by the Indemnitee) shall be entitled to conduct the defense of such Indemnitee, in which case the reasonable fees, costs and expenses of such counsel for the Indemnitee (but not more than one such counsel (in addition to local counsel, if any) reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such action as efficiently as possible. (d) In no event shall an Indemnifying Party be liable for the fees and expenses of more than one counsel for all Indemnitees (in addition to local counsel and its own choice. Any counsel, if any) in connection with any one action, or separate but similar or related actions, in the same jurisdiction arising out of the same general allegations or circumstances; provided, however, (i) if the Indemnitees are individuals, (ii) the claims for which they are seeking indemnification are covered under the Indemnifying Party’s directors and officers liability policy, and (iii) the Indemnifying Party’s insurance carrier has agreed to pay fees and expenses for multiple counsel, then the Indemnifying Party shall pay such notice fees and expenses. (e) If the Indemnifying Party undertakes the defense or settlement of a Liability shall identify with reasonable specificity the basis for the indemnification claimedThird-Party Claim, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party Indemnitee shall make available to the Indemnifying Party copies of and its counsel all relevant information and documents reasonably available to it which relate to such Third-Party Claim, and records otherwise cooperate as may reasonably be required in its possession at connection with the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnifyinvestigation, except defense and settlement thereof, subject to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume terms and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice conditions of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Partymutually acceptable joint defense agreement.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event of any claim or demand made by any Person who is not a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a or an Affiliate thereof) (“Third Party Claim”) which relates to circumstances under which, in accordance with Section 6.1 or 6.2, a Party (the “Indemnitor”) may be obligated to provide indemnification pursuant to this Agreement, such Party seeking indemnification hereunder (“Indemnitee”) will notify the Indemnitor in writing of the Third Party Claim (and specifying in reasonable detail the factual basis for the Third Party Claim and to the extent known, the amount of the Third Party Claim) reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. (b) If a Third Party Claim is made against an Indemnitee, the Indemnitor will be entitled, within sixty (60) days after receipt of written notice from the Indemnitee, under Section 6.3(a), of the Indemnifying commencement or assertion of any such Third Party may undertake Claim, to assume the defense thereof (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee, for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of that claim a Third Party Claim: (i) the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by representatives chosen by it the Indemnitee in connection with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, defense thereof; provided, thatthat if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel (which shall be reasonably satisfactory to the Indemnitor) to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such eventseparate counsel shall be paid by such Indemnitor; provided, further, that the Indemnified Party will Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee; (ii) the Indemnitee shall have the right to participate in such the defense through counsel of thereof and to employ counsel, at its own choice. Any such notice of a Liability shall identify with reasonable specificity expense, separate from the basis for counsel employed by the indemnification claimed, Indemnitor; (iii) the facts giving rise Indemnitor and Indemnitee will promptly supply to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party other copies of all relevant correspondence and documents relating to or in connection with such Third Party Claim and records keep the other informed of developments relating to or in its possession connection with such Third Party Claim, as may be reasonably requested by the Indemnitee or Indemnitor, as applicable (including providing to the Indemnitee or Indemnitor, as applicable, on reasonable request updates and summaries as to the status thereof); and (iv) all Indemnitees shall reasonably cooperate with the Indemnitor in the defense, and in the conduct of discussions for settlement, compromise or discharge, thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). (c) If the Indemnitor does not elect to assume control of the defense thereof within the sixty (60) day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnifying Party. Failure of an Indemnified Party Indemnitor, after three (3) Business Days notice to give prompt notice shall not relieve the Indemnifying Party Indemnitor of its obligation intent to indemnifydo so, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Third Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election Claim (with counsel selected by the Indemnifying Indemnitee), and to compromise or settle such Third Party not to assume and control the defense of the LiabilityClaim, exercising reasonable business judgment. (cd) Anything If the Indemnitor acknowledges in this Section 9.3 writing its obligation to indemnify the contrary notwithstandingIndemnitee for a Third Party Claim, the Indemnifying Indemnitee will agree to any settlement, compromise or discharge of such Third Party shall notClaim that the Indemnitor may recommend that by its terms obligates the Indemnitor to pay the full amount of Losses (whether through settlement, compromise or discharge) in connection with such Third Party Claim and does not have any authority tounconditionally and irrevocably releases the Indemnitee completely from all Liability in connection with such Third Party Claim; provided, however, that, without the Indemnitee’s prior written consent, the Indemnitor shall not consent to any settlement, compromise or discharge (including the consent to entry of any judgment), and the Indemnitee may refuse to agree to any such settlement, compromise or discharge, that provides for injunctive or other equitable or other non-monetary relief affecting the Indemnitee, the Product in the U.S. or the Assigned Assets. If the Indemnitor acknowledges in writing its obligation to indemnify the Indemnitee for a Third Party Claim, the Indemnitee shall not (unless required by applicable Law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnitor’s prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice (but in no event later than ten (10) Business Days following the receipt) of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), and the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of and reasonably satisfactory to the Indemnified Party, ; provided that (i) such Third Party Claim involves only monetary claims (and does not involve criminal or quasi criminal allegations or a claim which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will reasonably believes an adverse determination would be detrimental to or injure the Indemnified Party’s reputation or future business prospects) and (ii) the Indemnifying Party shall have the right to participate acknowledged in writing its indemnification obligations hereunder in respect of such defense through counsel of its own choiceclaim. Any such notice of a Liability Third Party Claim shall identify with reasonable specificity the basis for the indemnification claimedThird Party Claim, the facts giving rise to the Liability Third Party Claim and the amount of the Liability Third Party Claim (or, if such amount is not yet known, a reasonable estimate of the amount of the LiabilityThird Party Claim). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Partypossession. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If (i) the Indemnifying PartyParty disputes its liability, (ii) the Indemnifying Party accepts it liability but chooses not to defend the Third-Party Claim, (iii) the Indemnifying Party chooses to defend the Third-Party Claim but any time thereafter fails to prosecute or defend vigorously and diligently or settle the Third-Party Claim or (iv) the Indemnifying Party fails to give notice of its acceptance or dispute of its liability within ten (10) thirty days after notice from receiving written notification of the Third Party Claims, then the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall will have the right (but not the obligation) to defend, at the sole cost and expense of the Indemnifying Party, the Third-Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Party in good faith or will be settled at the discretion of the Indemnified Party. Until such time as the Indemnifying Party has given notice with respect to whether it will undertake the defense of the Liability. Any failure on Third Party Claim during the part thirty day notice period, the Indemnified Party shall be entitled to take all actions reasonably necessary to defend the Third Party Claim, at the cost and expense of the Indemnifying Party. The Indemnified Party shall make its election whether or not to notify defend within ten (10) calendar days after the expiration of the thirty-day notice period. The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party within and its counsel in contesting any Third Party Claim that the time period provided above regarding its election shall be deemed an election by the Indemnifying Indemnified Party not to assume and control the defense of the Liabilityis contesting. (c) Anything Each Indemnified Party shall have the right to employ separate counsel in this Section 9.3 such claim and participate in the defense thereof, but the fees and expenses of such counsel (other than expenses reasonably incurred prior to the contrary notwithstandingIndemnifying Party’s assumption of the defense) shall be at the expense of each Indemnified Party unless: (i) the Indemnifying Party has agreed to pay such expenses; (ii) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to such Indemnified Party; or (iii) the named parties to any such proceeding (including any impleaded parties) include any Indemnified Party and the Indemnifying Party or an Affiliate of the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that either (x) it is reasonably likely that there will be one or more legal defenses available to it which 24 are different from or in addition to those available to the Indemnifying Party or such Affiliate or (y) a conflict of interest is reasonably likely to exist if such counsel represents such Indemnified Party and the Indemnifying Party or its Affiliate; provided, however, that the Indemnifying Party shall not, in connection with any one such proceeding or separate but substantially similar or related proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the fees and does not have expenses of more than one such firm of separate counsel (in addition to any authority tolocal counsel), without which counsel shall be designated by such Indemnified Party. (d) Without the prior written consent of the Indemnified Party, settle the Indemnifying Party or compromise any Liability or Parties shall not consent to, and the Indemnified Party shall not be required to agree to, the entry of any judgment or enter into any settlement (A) where the Third-Party Claim which does not include the Indemnifying Party proposes to settle involves the business reputation of the Indemnified Party or its Affiliates or the possible criminal culpability of the Indemnified Party or its Affiliates or any of their respective officers, directors or employees, and (B) unless such judgment or settlement (i) includes as an unconditional term thereof the unconditional giving of a release of the Indemnified Party, or consent to the entry of judgment from all liability with respect theretoto such claim by each claimant or plaintiff to each Indemnified Party that is the subject of such Third-Party Claim, any Liability regarding (ii) provides that the sole relief is monetary damages which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of are paid in full by the Indemnifying Party or Parties (which and such monetary damages shall not be unreasonably withheld or delayed). An actually paid in full by the Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it Parties) and (iii) does not respond include a statement as to written notice from the or any admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes Whenever indemnification is sought under this Section 5 in connection with a claim or demand brought by a third party, the party seeking indemnification (the "Indemnitee") will promptly notify the party from whom indemnification is sought (the "Indemnitor"), specifying the nature of this Article IXsuch claims, any Party entitled to be indemnified under Article IX the amount or estimated amount of such claim and attaching copies of all relevant information concerning the underlying claim of liability. Within ten days of receipt of such notice, the Indemnitor will notify the Indemnitee promptly whether it disputes its indemnification obligation. If the indemnification obligation is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities not so disputed, the Indemnitor, at the option of the Parties under this Article IX with respect toIndemnitee, relating will, at the Indemnitor's cost and expense, defend any such claim. If the Indemnitee so elects for the Indemnitor to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectivelydefend any claim, the “Third Party Claims”) shall be subject to Indemnitor will have full control over the following terms and conditions: (a) The Indemnified Party shall give conduct of such proceeding, although the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party Indemnitee will have the right to participate in such defense through retain legal counsel of at its own choiceexpense and will have the right to approve any settlement of any claim, provided that such approval may not be withheld unreasonably. Any such notice of a Liability shall identify with reasonable specificity If the basis Indemnitee does not elect for the indemnification claimedIndemnitor to assume the defense of such claim, the facts giving rise Indemnitee will have the right to defend the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession claim at the reasonable cost and expense of the Indemnifying PartyIndemnitor. Failure of an Indemnified Party The Indemnitor will not be obligated to give prompt notice shall not relieve indemnify the Indemnifying Party of its obligation Indemnitee with respect to indemnify, except such third party claim to the extent that the failure to so notify materially prejudices the Indemnifying Party’s Indemnitor's ability to defend such claim against a third party. (b) If has been irreparably prejudiced by the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, failure or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense delay of the Liability. Any failure on Indemnitee to give Indemnitor the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election notice required by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent 5.4 Any dispute of the Indemnified Party, settle or compromise any Liability or consent to the entry an indemnification obligation under this Agreement may be resolved by litigation in a court of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Partycompetent jurisdiction.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IXXI, any Party entitled to be indemnified under Article IX XI is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX XI is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX XI with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice (but in no event later than ten (10) Business Days following the receipt) of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), and the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of and reasonably satisfactory to the Indemnified Party, ; provided that (i) such Third Party Claim involves only monetary (and does not involve criminal or quasi criminal allegations or a claim which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will reasonably believes an adverse determination would be detrimental to or injure the Indemnified Party’s reputation or future business prospects) and (ii) the Indemnifying Party shall have the right to participate acknowledged in writing its indemnification obligations hereunder in respect of such defense through counsel of its own choiceclaim. Any such notice of a Liability Third Party Claim shall identify with reasonable specificity the basis for the indemnification claimedThird Party Claim, the facts giving rise to the Liability Third Party Claim and the amount of the Liability Third Party Claim (or, if such amount is not yet known, a reasonable estimate of the amount of the LiabilityThird Party Claim). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Partypossession. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If (i) the Indemnifying PartyParty disputes its liability, (ii) the Indemnifying Party accepts it liability but chooses not to defend the Third-Party Claim, (iii) the Indemnifying Party chooses to defend the Third-Party Claim but any time thereafter fails to prosecute or defend vigorously and diligently or settle the Third-Party Claim or (iv) the Indemnifying Party fails to give notice of its acceptance or dispute of its liability within ten (10) days after the thirty-day notice from period, then the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall will have the right (but not the obligation) to undertake defend, at the defense of the Liability. Any failure on the part sole cost and expense of the Indemnifying Party, the Third-Party to notify Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Party within in good faith or will be settled at the time period provided above regarding discretion of the Indemnified Party. The Indemnified Party shall make its election whether or not to defend within ten (10) calendar days after the expiration of the thirty-day notice period (if it fails to give any notice whatsoever during this period, it shall be deemed an election to have elected not to defend). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party not to assume will, at the sole cost and control the defense expense of the LiabilityIndemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any third-party claim that the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this Section 11.4(b), the Indemnifying Party will not bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 11.4 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request. (c) Anything Each Indemnified Party shall have the right to employ separate counsel in this Section 9.3 such claim and participate in the defense thereof, but the fees and expenses of such counsel (other than expenses reasonably incurred prior to the contrary notwithstandingIndemnifying Party’s assumption of the defense) shall be at the expense of each Indemnified Party unless: (i) the Indemnifying Party has agreed to pay such expenses; (ii) the Indemnifying Party has failed promptly to assume the defense and employ counsel reasonably satisfactory to such Indemnified Party; or (iii) the named parties to any such Proceeding (including any impleaded parties) include any Indemnified Party and the Indemnifying Party or an Affiliate of the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that either (x) there is reasonably likely to be one or more legal defenses available to it which are different from or in addition to those available to the Indemnifying Party or such Affiliate or (y) a conflict of interest is reasonably likely to exist if such counsel represents such Indemnified Party and the Indemnifying Party or its Affiliate; provided, however, that the Indemnifying Party shall not, in connection with any one such Proceeding or separate but substantially similar or related proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the fees and does not have expenses of more than one such firm of separate counsel (in addition to any authority tolocal counsel), without which counsel shall be designated by such Indemnified Party. (d) Without the prior written consent of the Indemnified Party, settle the Indemnifying Party or compromise any Liability or Parties shall not consent to, and the Indemnified Party shall not be required to agree to, the entry of any judgment or enter into any settlement (A) where the Third-Party Claim which does not include the Indemnifying Party proposes to settle involves the business reputation of the Purchaser or its Affiliates or the possible criminal culpability of the Purchaser or its Affiliates or any of their respective officers, directors or employees, and (B) unless such judgment or settlement (i) includes as an unconditional term thereof the unconditional giving of a release of the Indemnified Party, or consent to the entry of judgment from all liability with respect theretoto such claim by each claimant or plaintiff to each Indemnified Party that is the subject of such Third-Party Claim, any Liability regarding (ii) provides that the sole relief is monetary damages which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of are paid in full by the Indemnifying Party or Parties (which and such monetary damages shall not be unreasonably withheld or delayed). An actually paid in full by the Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it Parties) and (iii) does not respond include a statement as to written notice from the or any admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes Whenever ----------------------------------------------------- indemnification is sought under this Section 5 in connection with a claim or demand brought by a third party, the party seeking indemnification (the "Indemnitee") will promptly notify the party from whom indemnification is sought (the "Indemnitor"), specifying the nature of this Article IXsuch claims, any Party entitled to be indemnified under Article IX the amount or estimated amount of such claim and attaching copies of all relevant information concerning the underlying claim of liability. Within fifteen business days of receipt of such notice, the Indemnitor will notify the Indemnitee promptly whether it disputes its indemnification obligation. If the indemnification obligation is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities not so disputed, the Indemnitor, at the option of the Parties under this Article IX with respect toIndemnitee, relating will, at the Indemnitor's cost and expense, defend any such claim. If the Indemnitee so elects for the Indemnitor to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectivelydefend any claim, the “Third Party Claims”) shall be subject to Indemnitor will have full control over the following terms and conditions: (a) The Indemnified Party shall give conduct of such proceeding, although the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party Indemnitee will have the right to participate in such defense through retain legal counsel of at its own choiceexpense and will have the right to approve any settlement of any claim, provided that such approval may not be withheld unreasonably. Any such notice of a Liability shall identify with reasonable specificity If the basis Indemnitee does not elect for the indemnification claimedIndemnitor to assume the defense of such claim, the facts giving rise Indemnitee will have the right to defend the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession claim at the reasonable cost and expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice Indemnitor, who shall not relieve be prevented from participating in the Indemnifying Party defense of its obligation such claim. The Indemnitor will not be obligated to indemnify, except indemnify the Indemnitee with respect to such third party claim to the extent that the failure to so notify materially prejudices the Indemnifying Party’s Indemnitor's ability to defend such claim against a third party. (b) If has been irreparably prejudiced by the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, failure or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense delay of the Liability. Any failure on Indemnitee to give Indemnitor the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election notice required by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party5.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party Parent shall, and shall give cause the Indemnifying Party prompt written notice other Parent Indemnitees to, notify Technologies in writing promptly after learning of any Liability regarding Third-Party Claim for which it seeks indemnificationany Parent Indemnitee intends to seek indemnification from Technologies under this Agreement. In Technologies shall, and shall cause the event a Liability is the result other Technologies Indemnitees to, notify Parent in writing promptly after learning of a Liability asserted against the Indemnified any Third-Party by a third-party Claim for which any Technologies Indemnitee intends to seek indemnification from Parent under this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability)Agreement. The Indemnified Party shall make available to the Indemnifying Party copies failure of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party any Indemnitee to give prompt such notice shall not relieve the any Indemnifying Party of its obligation to indemnify, obligations under this Article V except to the extent that the such Indemnifying Party or its --------- Affiliate is actually prejudiced by such failure to so notify materially prejudices give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Indemnifying Party’s ability Information provided to defend such claim against a third partythe Indemnitee. (b) If Except as otherwise provided in paragraph (c) of this Section ------- 5.3, an Indemnifying Party may, by notice to the Indemnitee and to Parent, if --- Technologies is the Indemnifying Party, within ten (10) days or to the Indemnitee and Technologies, if Parent is the Indemnifying Party, at any time after notice from the Indemnified receipt by such Indemnifying Party of any such LiabilityIndemnitee's notice of a Third-Party Claim, notifies undertake (itself or through another member of the Indemnified Group of which the Indemnifying Party in writing of its election not to, or fails to, assume is a member) the defense thereof in accordance with Section 9.3(a) or settlement of this Agreement, the Indemnified such Third-Party shall have the right (but not the obligation) to undertake Claim. If an Indemnifying Party undertakes the defense of the Liability. Any failure on the part of the Indemnifying any Third-Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstandingClaim, the such Indemnifying Party shall notthereby admit its obligation to indemnify the Indemnitee against such Third-Party Claim, and does such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not have settle or compromise such Third-Party Claim, except that such Indemnifying Party shall not (i) require any authority toIndemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interests, or (ii) without the prior written consent of the Indemnified PartyIndemnitee and of Parent, settle if the Indemnitee is a Parent Indemnitee, or compromise any Liability or the Indemnitee and of Technologies, if the Indemnitee is a Technologies Indemnitee, consent to the entry of judgment which any settlement that does not include as a part thereof an unconditional term thereof the unconditional release of the Indemnified Party, Indemnitees from liability with respect to such Third-Party Claim or consent that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to be subject to any non- monetary remedy; and subject to the entry Indemnifying Party's control rights, as specified herein, the Indemnitees may participate in such investigation and defense, at their own expense. Following the provision of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification notices to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense of any Third-Party Claim as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without first obtaining the written consent of prejudice to its right to seek indemnification hereunder. (c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Party which make it inappropriate for the Indemnifying Party (which to undertake the defense or settlement thereof, then such Indemnifying Party shall not be unreasonably withheld entitled to undertake the defense or delayed). An settlement of such Third-Party Claim; and counsel for the Indemnifying Party shall be deemed entitled to have consented to a settlement, compromise, payment or judgment conduct the defense of such Indemnifying Party and counsel for the Indemnitee (selected by the Indemnified Party if it does not respond Indemnitee) shall be entitled to written notice from conduct the Indemnified Party seeking such consent within ten (10) days after delivery defense of such notice Indemnitee, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such action as efficiently as possible. (d) In no event shall an Indemnifying Party be liable for the costs, fees and expenses of more than one counsel for all Indemnitees (in addition to its own counsel, if any) in connection with any one action, or separate but similar or related actions, in the same jurisdiction arising out of the same general allegations or circumstances. (e) Technologies shall, and shall cause the other Technologies Indemnitees to, and Parent shall, and shall cause the other Parent Indemnitees to, make available to each other, their counsel and other Representatives, all information and documents reasonably available to them which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be required in connection with the investigation, defense and settlement thereof, subject to the Indemnifying Partyterms and conditions of a mutually acceptable joint defense agreement. Any joint defense agreement entered into by Technologies or Parent with any third party relating to any Third-Party Claim shall provide that Technologies or Parent may, if requested, provide information obtained through any such agreement to the Technologies Indemnitees and/or the Parent Indemnitees.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party Impark shall, and shall give cause the Indemnifying Party prompt written notice other Impark Indemnitees to, notify First Union in writing promptly after learning of any Liability regarding Third-Party Claim for which it seeks indemnificationany Impark Indemnitee intends to seek indemnification from First Union under this MOU. In First Union shall, and shall cause the event a Liability is the result other First Union Indemnitees to, notify Impark in writing promptly after learning of a Liability asserted against the Indemnified any Third-Party by a third-party Claim for which any First Union Indemnitee intends to seek indemnification from Impark under this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability)MOU. The Indemnified Party shall make available to the Indemnifying Party copies failure of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party any Indemnitee to give prompt such notice shall not relieve the any Indemnifying Party of its obligation to indemnify, obligations under this Article V except to the extent that the such Indemnifying Party or its Affiliate is actually prejudiced by such failure to so notify materially prejudices give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Indemnifying Party’s ability information provided to defend such claim against a third partythe Indemnitee. (b) If Except as otherwise provided in subsection (c) of this Section, an Indemnifying Party may, by notice to the Indemnitee and to Impark, if First Union is the Indemnifying Party, within ten (10) days or to First Union, if Impark is the Indemnifying Party, at any time after notice from the Indemnified receipt by such Indemnifying Party of any such LiabilityIndemnitee's notice of a Third-Party Claim, notifies the Indemnified Party in writing undertake (itself or through another member of its election not to, or fails to, assume Group) the defense thereof in accordance with Section 9.3(a) or settlement of this Agreement, the Indemnified such Third-Party shall have the right (but not the obligation) to undertake Claim. If an Indemnifying Party undertakes the defense of the Liability. Any failure on the part of the Indemnifying any Third-Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstandingClaim, the such Indemnifying Party shall notthereby admit its obligation to indemnify the Indemnitee against such Third-Party Claim, and does such Indemnifying Party shall control the investigation and defense or settlement thereof, except that such Indemnifying Party shall not have require any authority toIndemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interest, nor shall the Indemnifying Party, without the prior written consent of the Indemnified PartyIndemnitee and of Impark, settle if the Indemnitee is an Impark Indemnitee, or compromise any Liability or of First Union, if the Indemnitee is an First Union Indemnitee, consent to the entry of judgment which any settlement that does not include as a part thereof an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment Indemnitees from liability with respect thereto, to such Third-Party Claim or that requires the Indemnitee or any Liability regarding which it has delivered notice of a claim for indemnification its Representatives or Affiliates to make any payment that is not fully indemnified under this MOU or to submit to any non-monetary remedy; and subject to the Indemnifying Party's control rights, as specified herein, the Indemnitees may participate in such investigation and defense, at their own expense. (c) With respect to any Third-Party Claim, if there is a material conflict of interest between the Indemnifying Party and the Indemnitees involved, neither the Indemnifying Party nor the Indemnitees shall be entitled to control the defense or settlement thereof. If an Indemnitee notifies an Indemnifying Party of a Third-Party Claim pursuant to this Article V, and the Indemnifying Party does not take control of the defense or settlement thereof, or prior to the time that it does so take control, neither the Indemnifying Party nor the Indemnitees shall be entitled to control the defense or settlement thereof. In any such event, the Indemnifying Parties and the Indemnitees involved shall each be entitled to conduct their own investigation and defense at their own expense in accordance with Section 5.3(d) below, but the parties shall cooperate to conduct such investigation and defense as efficiently as possible. No Indemnitee may compromise or settle any Third-Party Claim described in this subsection as to which indemnification from an Indemnifying Party has or will be sought under this MOU without first obtaining the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party. (d) Impark shall, and shall cause the other Impark Indemnitees to, and First Union shall, and shall cause the other First Union Indemnitees to, make available to each other, their counsel and other Representatives, all information and documents reasonably available to them which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be required in connection with the investigation, defense and settlement thereof.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party Grace-Conn. shall, and shall give cause the Indemnifying Party prompt written notice other Grace-Conn. Indemnitees to, notify Grace in writing promptly after learning of any Liability regarding Third-Party Claim for which it seeks indemnificationany Grace-Conn. Indemnitee intends to seek indemnification from Grace under this Agreement. In Grace shall, and shall cause the event a Liability is the result other NMC Indemnitees to, notify Grace-Conn. in writing promptly after learning of a Liability asserted against the Indemnified any Third-Party by a thirdClaim for which any NMC Indemnitee intends to seek indemnification from Grace-party to Conn. under this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability)Agreement. The Indemnified Party shall make available to the Indemnifying Party copies failure of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party any Indemnitee to give prompt such notice shall not relieve the any Indemnifying Party of its obligation to indemnify, obligations under this Article except to the extent that the such Indemnifying Party or its Affiliate is actually prejudiced by such failure to so notify materially prejudices give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Indemnifying Party’s ability Information provided to defend such claim against a third partythe Indemnitee. (b) If Except as otherwise provided in subsection (c) of this Section, an Indemnifying Party may, by notice to the Indemnitee and to Grace-Conn., if Grace is the Indemnifying Party, within ten (10) days or to the Indemnitee and Grace, if Grace-Conn. is the Indemnifying Party, at any time after notice from the Indemnified receipt by such Indemnifying Party of any such LiabilityIndemnitee's notice of a Third-Party Claim, notifies undertake (itself or through another member of the Indemnified Group of which the Indemnifying Party in writing of its election not to, or fails to, assume is a member) the defense thereof in accordance with Section 9.3(a) or settlement of this Agreement, the Indemnified such Third-Party shall have the right (but not the obligation) to undertake Claim. If an Indemnifying Party undertakes the defense of the Liability. Any failure on the part of the Indemnifying any Third-Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstandingClaim, the such Indemnifying Party shall notthereby admit its obligation to indemnify the Indemnitee against such Third-Party Claim, and does such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not have settle or compromise such Third-Party Claim, except that such Indemnifying Party shall not require any authority toIndemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interests, nor shall the Indemnifying Party, without the prior written consent of the Indemnified PartyIndemnitee and of Grace-Conn., settle if the Indemnitee is a Grace-Conn. Indemnitee, or compromise any Liability or the Indemnitee and of Grace, if the Indemnitee is a NMC Indemnitee, consent to the entry of judgment which any settlement that does not include as a part thereof an unconditional term thereof the unconditional release of the Indemnified Party, Indemnitees from liability with respect to such Third-Party Claim or consent that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to submit to any non-monetary remedy; and subject to the entry Indemnifying Party's control rights, as specified herein, the Indemnitees may participate in such investigation and defense, at their own expense. Following the provision of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification notices to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense of any Third-Party Claim as provided herein, such Indemnified Party shall control the investigation and defense or settlement thereof, without first obtaining the written consent of prejudice to its right to seek indemnification hereunder. (c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Party which make it inappropriate for the Indemnifying Party (which to undertake the defense or settlement thereof, then such Indemnifying Party shall not be unreasonably withheld entitled to undertake the defense or delayed). An settlement of such Third-Party Claim; and counsel for the Indemnifying Party shall be deemed entitled to have consented to a settlement, compromise, payment or judgment by conduct the defense of such Indemnifying Party and counsel for the Indemnified Party if it does not respond shall be entitled to written notice from conduct the Indemnified Party seeking such consent within ten (10) days after delivery defense of such notice Indemnitee, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such action as efficiently as possible. (d) In no event shall an Indemnifying PartyParty be liable for the fees and expenses of more than one counsel for all Indemnitees in connection with any one action, or separate but similar or related actions, in the same jurisdiction arising out of the same general allegations or circumstances.

Procedures for Indemnification for Third Party Claims. For purposes (a) Forest shall, and shall cause the other Forest Indemnitees to, notify Spinco in writing promptly after learning of any Third-Party Claim for which any Forest Indemnitee intends to seek indemnification from Spinco under this Article IXAgreement. Spinco shall, and shall cause the other Spinco Indemnitees to, notify Forest in writing promptly after learning of any Third-Party entitled Claim for which any Spinco Indemnitee intends to be indemnified seek indemnification from Forest under Article IX is referred this Agreement. The failure of any Indemnitee to herein as an “Indemnified Party,” and give such notice shall not relieve any Indemnifying Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The of its obligations and liabilities of the Parties under this Article IX with respect toV except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Information provided to the Indemnitee and shall indicate the amount (estimated if necessary) of the Indemnifiable Loss that has been claimed against or may be sustained by such Indemnitee. (b) Except as otherwise provided in paragraph (c) of this Section 5.3, relating an Indemnifying Party may, by notice to the Indemnitee and to Forest, if Spinco is the Indemnifying Party, or arising out to the Indemnitee and Spinco, if Forest is the Indemnifying Party, at any time after receipt by such Indemnifying Party of claims such Indemnitee’s notice of third parties (individually, a “Third Third-Party Claim” and, collectively, undertake (itself or through another member of the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give Group of which the Indemnifying Party prompt written notice is a member) the defense or settlement of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a thirdsuch Third-party to this Agreement (a “Third Party Claim”), at such Indemnifying Party’s own expense and by counsel reasonably satisfactory to the Indemnitee. If an Indemnifying Party may undertake undertakes the defense of any Third-Party Claim, such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not settle or compromise such Third-Party Claim, except that claim by representatives chosen by it such Indemnifying Party shall not (i) require any Indemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interests, or (ii) without the prior written consent of the Indemnified Indemnitee and of Forest, if the Indemnitee is a Forest Indemnitee, or the Indemnitee and of Spinco, if the Indemnitee is a Spinco Indemnitee, consent to any settlement that does not include as a part thereof an unconditional release of the relevant Indemnitees from liability with respect to such Third-Party Claim or that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy. Subject to the Indemnifying Party’s control rights, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such eventas specified herein, the Indemnified Party will have the right to Indemnitees may participate in such investigation and defense, at their own expense. Following the provision of notices to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense through of any Third-Party Claim as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without prejudice to its right to seek indemnification hereunder. (c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Party which make it inappropriate for the Indemnifying Party to undertake the defense or settlement thereof, then such Indemnifying Party shall not be entitled to undertake the defense or settlement of such Third-Party Claim; and counsel for the Indemnifying Party shall be entitled to conduct the defense of such Indemnifying Party and counsel for the Indemnitee (selected by the Indemnitee) shall be entitled to conduct the defense of such Indemnitee, in which case the reasonable fees, costs and expenses of such counsel for the Indemnitee (but not more than one counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such action as efficiently as possible. (d) In no event shall an Indemnifying Party be liable for the fees and expenses of more than one counsel for all Indemnitees (in addition to local counsel and its own choice. Any such notice counsel, if any) in connection with any one action, or separate but similar or related actions, in the same jurisdiction arising out of the same general allegations or circumstances. (e) If the Indemnifying Party undertakes the defense or settlement of a Liability shall identify with reasonable specificity the basis for the indemnification claimedThird-Party Claim, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party Indemnitee shall make available to the Indemnifying Party copies of and its counsel all relevant information and documents reasonably available to it which relate to any Third-Party Claim, and records otherwise cooperate as may reasonably be required in its possession at connection with the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnifyinvestigation, except defense and settlement thereof, subject to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume terms and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice conditions of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Partymutually acceptable joint defense agreement.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified Any Person seeking indemnification under Article IX is referred to herein as Section 5.2(a) or Section 5.2(b) (an “Indemnified Party,” and any ”) will as promptly as practicable give written notice to the Party obligated to provide indemnification under Article IX is referred such indemnity pursuant to herein as an Section 5.2(a) or Section 5.2(b) (the “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt after receiving written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted action, lawsuit, proceeding, investigation or other claim against the such Indemnified Party by a third-party to this Agreement (a “Third Party Claim”)or discovering the liability, the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned obligation or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to such claim for indemnification, describing in reasonable detail the Liability claim, the amount thereof (if known and quantifiable) and the amount of basis therefor; provided, however, that the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available failure to so notify the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall will not relieve the Indemnifying Party of its obligation to indemnify, obligations hereunder except to the extent that the failure Indemnifying Party is actually prejudiced thereby. The Indemnifying Party will have the right, by notice to so notify materially prejudices the Indemnified Party, to assume the defense of any such action or claim within the 15-day period after the Indemnifying Party’s ability to defend receipt of notice of any action or claim or discovery with counsel of the Indemnifying Party’s choice and at the sole cost of the Indemnifying Party. If the Indemnifying Party does not so assume the defense of such third party claim, the Indemnified Party may assume such defense with counsel of its choice and at the sole cost of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but at the sole cost of the Indemnified Party. The party not assuming the defense of any such claim against a third will render all reasonable assistance to the party assuming such defense, and all reasonable out-of-pocket costs of such assistance will be for the account of the Indemnifying Party. No such claim will be settled other than by the party defending the same, and then only with the consent of the other party. (b) If , which will not be unreasonably withheld; provided, however, that the Indemnified Party will have no obligation to consent to any settlement of any such action or claim that imposes on such Indemnified Party any liability or obligation that cannot be assumed and performed in full by the Indemnifying Party, within ten (10) days after notice from and the Indemnified Party will have no right to withhold its consent to any settlement of any such Liability, notifies action or claim if the Indemnified Party in writing settlement involves only the payment of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election money by the Indemnifying Party not to assume and control the defense of the Liabilityor its insurer. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled A party (the "indemnitee") that intends to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide claim indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with 6 will notify the indemnifying party (the "indemnitor") within a reasonable time in writing of any action, claim, or liability in respect to, relating of which the indemnitee believes it is entitled to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, claim indemnification; provided that the “Third Party Claims”) shall be subject failure to give timely notice to the following terms and conditions: (a) indemnitor will not release the indemnitor from any liability to the indemnitee except to the extent the indemnitor is actually prejudiced thereby. The Indemnified Party shall give indemnitor will have the Indemnifying Party prompt written right, by notice to the indemnitee, to assume the defense PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. of any such action or claim within the [***] period after the indemnitor's receipt of notice of any Liability regarding which it seeks indemnificationaction or claim with counsel of the indemnitor's choice and at the sole cost of the indemnitor. In If the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake indemnitor does not so assume the defense of that such Third Party claim, the indemnitee may assume such defense with counsel of its choice [***] the indemnitor. If the indemnitor so assumes such defense, the indemnitee may participate therein through counsel of its choice, but at the sole cost of the indemnitee. The party not assuming the defense of any such claim will render all reasonable assistance to the party assuming such defense, and all reasonable out-of-pocket costs of such assistance will be for the account of the indemnitor. No such claim will be settled other than by representatives chosen by it the party defending the same, and then only with the written consent of the Indemnified Partyother party, which consent may will not be unreasonably withheld, conditioned or delayed, provided, that, in such event, ; provided that the Indemnified Party indemnitee will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its no obligation to indemnify, except consent to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party any settlement of any such Liability, notifies the Indemnified Party in writing of its election not to, action or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure claim that imposes on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall indemnitee any liability or obligation that cannot be deemed an election assumed and performed in full by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall notindemnitor, and does not the indemnitee will have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or no right to withhold its consent to any settlement of any such action or claim if the entry settlement involves only the payment of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment money by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Partyindemnitor or its insurer.

Procedures for Indemnification for Third Party Claims. For purposes Whenever indemnification is sought under this Section 5 in connection with a claim or demand brought by a third party, the party seeking indemnification ( the "Indemnitee") will promptly notify the party from whom indemnification is sought (the "Indemnitor"), specifying the nature of this Article IXsuch claims, any Party entitled to be indemnified under Article IX the amount or estimated amount of such claim and attaching copies of all relevant information concerning the underlying claim of liability. Within ten days of receipt of such notice, the Indemnitor will notify the Indemnitee promptly whether it disputes its indemnification obligation. If the indemnification obligation is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities not so disputed, the Indemnitor, at the option of the Parties under this Article IX with respect toIndemnitee, relating will, at the Indemnitor's cost and expense, defend any such claim. If the Indemnitee so elects for the Indemnitor to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectivelydefend any claim, the “Third Party Claims”) shall be subject to Indemnitor will have full control over the following terms and conditions: (a) The Indemnified Party shall give conduct of such proceeding, although the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party Indemnitee will have the right to participate in such defense through retain legal counsel of at its own choiceexpense and will have the right to approve any settlement of any claim, provided that such approval may not be withheld unreasonably. Any such notice of a Liability shall identify with reasonable specificity If the basis Indemnitee does not elect for the indemnification claimedIndemnitor to assume the defense of such claim, the facts giving rise Indemnitee will have the right to defend the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession claim at the reasonable cost and expense of the Indemnifying PartyIndemnitor. Failure of an Indemnified Party The Indemnitor will not be obligated to give prompt notice shall not relieve indemnify the Indemnifying Party of its obligation Indemnitee with respect to indemnify, except such third party claim to the extent that the failure to so notify materially prejudices the Indemnifying Party’s Indemnitor's ability to defend such claim against a third party. (b) If has been irreparably prejudiced by the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, failure or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense delay of the Liability. Any failure on Indemnitee to give Indemnitor the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election notice required by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party5.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party Grace shall, and shall give cause the Indemnifying Party prompt written notice oth- er Packco Indemnitees to, notify New Grace in writing promptly after learning of any Liability regarding Third-Party Claim for which it seeks indemnificationany Packco Indemnitee intends to seek indemnification from New Grace under this Agreement. In New Grace shall, and shall cause the event a Liability is the result other New Grace Indemnitees to, notify Grace in writing promptly after learning of a Liability asserted against the Indemnified any Third-Party by a third-party Claim for which any New Grace In- demnitee intends to seek indemnification from Grace under this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability)Agreement. The Indemnified Party shall make available to the Indemnifying Party copies failure of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party any Indemnitee to give prompt such notice shall not relieve the any Indemnifying Party of its obligation to indemnify, obligations under this Article except to the extent that the such Indemnifying Party or its Affiliate is actually prejudiced by such failure to so notify materially prejudices the Indemnifying give notice. Such notice shall describe such Third-Party’s ability to defend such claim against a third party. (b) If Except as otherwise provided in paragraph (c) of this Section, an Indemnifying Party may, by notice to the In- demnitee and to Grace, if New Grace is the Indemnifying Party, within ten (10) days or to the Indemnitee and New Grace, if Grace is the Indemnify- ing Party, at any time after notice from the Indemnified receipt by such Indemnifying Party of any such LiabilityIndemnitee's notice of a Third-Party Claim, notifies undertake (itself or through another member of the Indemnified Group of which the Indemnifying Party in writing of its election not to, or fails to, assume is a member) the defense thereof in accordance with Section 9.3(a) or settlement of this Agreement, the Indemnified such Third-Party shall have the right (but not the obligation) to undertake Claim. If an Indemnifying Party undertakes the defense of the Liability. Any failure on the part of the Indemnifying any Third-Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstandingClaim, the such Indemnifying Party shall notthereby admit its obligation to indemnify the Indemnitee against such Third-Party Claim, and does such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not have settle or compromise such Third-Party Claim, except that such Indemnifying Party shall not (i) require any authority toIndemnitee, without its prior written con- sent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interests, nor (ii) without the prior written consent of the Indemnified PartyIndemnitee and of Grace, settle if the Indemnitee is a Packco Indemni- tee, or compromise any Liability or the Indemnitee and of New Grace, if the Indemnitee is a New Grace Indemnitee, consent to the entry of judgment which any settlement that does not include as a part thereof an unconditional term thereof the unconditional release of the Indemnified Party, In- demnitees from liability with respect to such Third-Party Claim or consent that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary rem- edy; and subject to the entry Indemnifying Party's control rights, as specified herein, the Indemnitees may participate in such in- vestigation and defense, at their own expense. Following the provision of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification notices to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense of any Third-Party Claim as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without first obtaining the written consent of prejudice to its right to seek indemnification here- under. (c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Par- ty which make it inappropriate for the Indemnifying Party to undertake the defense or settlement thereof, then such Indemni- fying Party shall not be entitled to undertake the defense or settlement of such Third-Party Claim; and counsel for the In- demnifying Party shall be entitled to conduct the defense of - 32 - such Indemnifying Party and counsel for the Indemnitee (se- lected by the Indemnitee) shall be entitled to conduct the de- fense of such Indemnitee, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such action as efficiently as possible. The above provisions of this paragraph (c) shall not apply to Third-Party Claims relating to asbestos claims described in the proviso to the definition of Packco Liabilities. Rather, with respect to such asbestos claims, with the consent of Grace- Conn., which shall not be unreasonably withheld or delayed). An withheld, counsel for the Indemnifying Party shall be deemed entitled to have consented to a settlement, compromise, payment or judgment by conduct the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery defense of such notice Third-Party Claim to the extent the legal defenses available to the Indemnifying PartyParty and the Indemnitee are sub- stantially similar, but counsel for the Indemnitee shall be entitled to assert and conduct its own defense to the extent, but only to the extent, of any additional legal defenses avail- able to it. (d) In no event shall an Indemnifying Party be li- able for the fees and expenses of more than one counsel for all Indemnitees (in addition to its own counsel, if any) in connec- tion with any one action, or separate but similar or related actions, in the same jurisdiction arising out of the same gen- eral allegations or circumstances. (e) New Grace shall, and shall cause the other New Grace Indemnitees to, and Grace shall, and shall cause the other Packco Indemnitees to, make available to each other, their counsel and other Representatives, all information and documents reasonably available to them which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be required in connection with the investigation, defense and set- tlement thereof, subject to the terms and conditions of a mutu- ally acceptable joint defense agreement. Any joint defense agreement entered into by New Grace or Grace with any third party relating to any Third-Party Claim shall provide that New Grace or Grace may, if requested, provide information obtained through any such agreement to the New Grace Indemnitees and/or the Packco Indemnitees.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties parties under this Article IX Agreement with respect to, relating to to, caused (in whole or in part) by or arising out of claims of third parties (individually, a “"Third Party Claim” and, " and collectively, the “"Third Party Claims”") shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), and, provided that the Indemnifying Party acknowledges in writing its obligation to indemnify in accordance with the terms of this Agreement, the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choiceit. Any such notice of a Liability Third Party Claim shall identify with reasonable specificity the basis for the indemnification claimedThird Party Claim, the facts giving rise to the Liability Third Party Claim, and the amount of the Liability Third Party Claim (or, if such amount is not yet known, a reasonable estimate of the amount of the LiabilityThird Party Claim). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Partypossession. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, indemnify except to the extent that the failure to so notify materially prejudices Indemnifying Party is actually prejudiced by the Indemnifying Party’s ability to defend such claim against a third partydelay in giving notice. (b) If the Indemnifying Party, within ten (10) 30 days after notice from the Indemnified Party of any such LiabilityThird Party Claim (or such lesser time as is reasonable), notifies the Indemnified Party in writing of its election not to, or fails to, to assume the defense thereof in accordance with Section 9.3(a11.4(a) of this Agreement, the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right (but not the obligation) to undertake the defense defense, compromise or settlement of the Liability. Any failure on Third Party Claim, subject to the part right of the Indemnifying Party to notify assume the defense of such Third Party Claim at any time prior to settlement, compromise or final determination thereof; provided, however, that at the time of the assumption of defense the Indemnifying Party shall acknowledge in writing its obligation to indemnify as provided in Section 11.4(a) of this Agreement and reimburse the Indemnified Party within for its out-of-pocket expenses incurred prior to the time period provided above regarding its election shall be deemed an election assumption of defense by the Indemnifying Party not to assume and control the defense of the LiabilityParty. (c) Anything in this Section 9.3 11.4 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim. The Indemnified Party shall not, without the written consent of the Indemnifying Party, settle, compromise or pay any Third Party Claim or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to . (d) If more than one party hereto comprise the Indemnifying Party, without first obtaining they shall use their best efforts to cooperate in the written consent defense of the Indemnifying Third Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed Claim with a view to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery avoiding duplication of such notice to the Indemnifying Partyexpenses.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt If any Indemnitee receives written notice of the assertion of any Liability regarding which it seeks indemnification. In claim or of the event commencement of any Action by any entity who is not a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”)) against or affecting such Indemnitee, and if such assertion were presumed to be true (regardless of the actual outcome) then a party could be obligated to provide indemnification under this Agreement as a result of or in connection with such Action, such Indemnitee will give such Indemnifying Party may undertake the defense reasonably prompt written notice thereof, but in any event no later than 30 calendar days after receipt of that claim by representatives chosen by it with the such written consent notice of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, such Third Party Claim; provided, thathowever, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party that failure to give prompt notice as provided in this paragraph (a) shall not relieve the Indemnifying Party of its obligation to indemnify, indemnification obligations under this Section 11 except to the extent that the failure such Indemnifying Party is actually prejudiced by such failure. Said written notice to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall set forth the basis of the Third Party Claim in reasonable detail and include copies of all pertinent correspondence relating to such Third Party Claim. The Indemnifying Party will have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of any Third Party Claim at such Indemnifying Party’s sole expense and by such Indemnifying Party’s own counsel, by giving written notice to the LiabilityIndemnitee (the “Notice to Defend”) no later than 30 calendar days after receipt of the above-described notice of such Third Party Claim provided such counsel is reasonably acceptable to the Indemnitee. The Indemnitee also will have the right to participate in, but not control, the defense of any Third Party Claim assisted by, one counsel of its own choosing at its own expense, provided that the Indemnifying Party shall pay such counsel fees and expenses if the counsel to the Indemnifying Party reasonably concludes that representation of Indemnitee would constitute a conflict of interest. The Indemnifying Party and the Indemnitee will cooperate with each other in good faith in such defense and make available all employees and books and records in its control as reasonably deemed necessary with respect to such defense (but not to the extent that would require waiver of any privilege). If the Indemnitee does not receive from the Indemnifying Party a Notice to Defend with respect to a Third Party Claim or a written notice of objection to the claim for indemnification specifying in reasonable detail the basis for the objection within the 30-day period described above, the Indemnitee may, at its option, elect to solely defend the Third Party Claim assisted by counsel of its own choosing, and the Indemnifying Party will be liable for all reasonable costs and expenses, and all settlement amounts or other liabilities, losses, damages and injuries paid or incurred in connection therewith to the extent such claim is or would have been indemnifiable under this Agreement if such claim is or had been proved; provided, that the Indemnifying Party will not be bound by any settlement or compromise effected without its written consent (which may not be unreasonably withheld). In such event, the Indemnifying Party will also have the right to participate in the defense of any Third Party Claim assisted by counsel of its choosing at its own expense. Whether or not the Indemnifying Party chooses to defend or prosecute any Third Party Claim, both parties shall cooperate in good faith in the defense or prosecution thereof, and both parties shall keep the other fully informed as to the status of such Third Party Claims and any related proceedings at all states thereof where such other party is not represented by its own counsel. (cb) Anything in this Section 9.3 The Indemnitee, or its respective successors or assigns, shall neither be required to refrain from paying or satisfying any claim which has matured by court judgment or decree, unless appeal is taken thereafter and proper appeal bond posted by the Indemnifying Party, nor shall the Indemnitee be required to refrain from paying or satisfying any Third Party Claim after and to the contrary notwithstanding, the extent that such Third Party Claim has resulted in an unstayed injunction. The Indemnifying Party shall not, and does not have any authority to, without the Indemnitee’s prior written consent of the Indemnified Partyconsent, which shall not be unreasonably withheld, settle or compromise any Liability Action or consent to the entry of any judgment which with respect to any Action for anything other than money damages paid by the Indemnifying Party unless the settlement does not include as an unconditional term thereof involve the unconditional release imposition of any liability or obligation on the Indemnified PartyIndemnitee or any restriction on its activities. The Indemnifying Party may, without the Indemnitee’s written consent, settle or compromise any such Action or consent to the entry of any judgment with respect thereto, to any Liability regarding such Action which it has delivered notice requires solely the payment of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment money damages by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes (a) In the event of any claim or demand made by any Person who is not a Party to this Article IXAgreement (or an Affiliate thereof) ("Third Party Claim") which relates to circumstances under which, any in accordance with Section 6.1 or 6.2, a Party entitled to (the "Indemnitor") may be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred pursuant to herein as an “Indemnifying Party.” The obligations and liabilities this Agreement, such Party seeking indemnification hereunder ("Indemnitee") will notify the Indemnitor in writing of the Parties under this Article IX with respect toThird Party Claim (and specifying in reasonable detail the factual basis for the Third Party Claim and to the extent known, relating to or arising out the amount of claims of third parties (individually, a “the Third Party Claim” and) reasonably promptly after becoming aware of such Third Party Claim; provided, collectivelyhowever, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. (b) If a Third Party Claim is made against an Indemnitee, the “Indemnitor will be entitled, within sixty (60) days after receipt of written notice from the Indemnitee, under Section 6.4(a), of the commencement or assertion of any such Third Party Claims”Claim, to assume the defense thereof (at the expense of the Indemnitor) shall be subject with counsel selected by the Indemnitor and reasonably satisfactory to the following terms Indemnitee, for so long as the Indemnitor is conducting a good faith and conditionsdiligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim: (ai) The Indemnified Party shall give the Indemnifying Party prompt written notice of Indemnitor will not be liable to the Indemnitee for any Liability regarding which it seeks indemnification. In legal or other expenses subsequently incurred by the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake Indemnitee in connection with the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, thereof; provided, thatthat if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel (which shall be reasonably satisfactory to the Indemnitor) to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such eventseparate counsel shall be paid by such Indemnitor; provided, further, that the Indemnified Party will Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee; (ii) the Indemnitee shall have the right to participate in such the defense through counsel of thereof and to employ counsel, at its own choice. Any such notice of a Liability shall identify with reasonable specificity expense, separate from the basis for counsel employed by the indemnification claimed, Indemnitor; (iii) the facts giving rise Indemnitor and Indemnitee will promptly supply to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party other copies of all relevant correspondence and documents relating to or in connection with such Third Party Claim and records keep the other informed of developments relating to or in its possession connection with such Third Party Claim, as may be reasonably requested by the Indemnitee or Indemnitor, as applicable (including providing to the Indemnitee or Indemnitor, as applicable, on reasonable request updates and summaries as to the status thereof); and (iv) all Indemnitees shall reasonably cooperate with the Indemnitor in the defense, and in the conduct of discussions for settlement, compromise or discharge, thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). (c) If the Indemnitor does not elect to assume control of the defense thereof within the sixty (60) day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnifying Party. Failure of an Indemnified Party Indemnitor, after three (3) Business Days notice to give prompt notice shall not relieve the Indemnifying Party Indemnitor of its obligation intent to indemnifydo so, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Third Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election Claim (with counsel selected by the Indemnifying Indemnitee), and to compromise or settle such Third Party not to assume and control the defense of the LiabilityClaim, exercising reasonable business judgment. (cd) Anything If the Indemnitor acknowledges in this Section 9.3 writing its obligation to indemnify the contrary notwithstandingIndemnitee for a Third Party Claim, the Indemnifying Indemnitee will agree to any settlement, compromise or discharge of such Third Party shall notClaim that the Indemnitor may recommend that by its terms obligates the Indemnitor to pay the full amount of Losses (whether through settlement, compromise or discharge) in connection with such Third Party Claim and does not have any authority tounconditionally and irrevocably releases the Indemnitee completely from all Liability in connection with such Third Party Claim; provided, however, that, without the Indemnitee's prior written consent, the Indemnitor shall not consent to any settlement, compromise or discharge (including the consent to entry of any judgment), and the Indemnitee may refuse to agree to any such settlement, compromise or discharge, that provides for injunctive or other equitable or other nonmonetary relief affecting the Indemnitee, the Products in the Territory or the Purchased Assets. If the Indemnitor acknowledges in writing its obligation to indemnify the Indemnitee for a Third Party Claim, the Indemnitee shall not (unless required by applicable Law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnitor's prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party Thermo Biomedical shall, and shall give cause the Indemnifying Party prompt written notice other Thermo Biomedical Indemnitees to, notify Thermo Electron in writing promptly after learning of any Liability regarding Third-Party Claim for which it seeks indemnificationany Thermo Biomedical Indemnitee intends to seek indemnification from Thermo Electron under this Agreement. In Thermo Electron shall, and shall cause the event a Liability is the result other Thermo Electron Indemnitees to, notify Thermo Biomedical in writing promptly after learning of a Liability asserted against the Indemnified any Third-Party by a third-party Claim for which any Thermo Electron Indemnitee intends to seek indemnification from Thermo Biomedical under this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability)Agreement. The Indemnified Party shall make available to the Indemnifying Party copies failure of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party any Indemnitee to give prompt such notice shall not relieve the any Indemnifying Party of its obligation to indemnify, obligations under this Article V except to the extent that the such Indemnifying Party or its Affiliate is actually prejudiced by such failure to so notify materially prejudices give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Indemnifying Party’s ability information provided to defend such claim against a third partythe Indemnitee. (b) If Except as otherwise provided in subsection (c) of this Section 5.3, an Indemnifying Party may, by notice to the Indemnitee and to Thermo Biomedical, if Thermo Electron is the Indemnifying Party, within ten (10) days or to Thermo Electron, if Thermo Biomedical is the Indemnifying Party, at any time after notice from the Indemnified receipt by such Indemnifying Party of any such LiabilityIndemnitee's notice of a Third-Party Claim, notifies the Indemnified Party in writing undertake (itself or through another member of its election not to, or fails to, assume Group) the defense thereof in accordance with Section 9.3(a) or settlement of this Agreement, the Indemnified such Third-Party shall have the right (but not the obligation) to undertake Claim. If an Indemnifying Party undertakes the defense of the Liability. Any failure on the part of the Indemnifying any Third-Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstandingClaim, the such Indemnifying Party shall notthereby admit its obligation to indemnify the Indemnitee against such Third-Party Claim, and does such Indemnifying Party shall control the investigation and defense or settlement thereof, except that such Indemnifying Party shall not have require any authority toIndemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interest, nor shall the Indemnifying Party, without the prior written consent of the Indemnified PartyIndemnitee and of Thermo Biomedical, settle or compromise any Liability or consent to if the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified PartyIndemnitee is a Thermo Biomedical Indemnitee, or of Thermo Electron, if the Indemnitee is a Thermo Electron Indemnitee, consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.to

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled A party (the “indemnitee”) that intends to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide claim indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties 10 will notify the other party (individually, a “Third Party Claim” and, collectively, the “Third Party Claimsindemnitor”) shall be subject within a reasonable time in writing of any action, claim, or liability in respect of which the indemnitee believes it is entitled to claim indemnification; provided that the failure to give timely notice to the following terms and conditions: indemnitor will not release the indemnitor from any liability to the indemnitee except to the extent the indemnitor is actually prejudiced thereby. The indemnitor will have the right, by notice to the indemnitee, to assume the defense of any such action or claim within the fifteen (a15) The Indemnified Party shall give day period after the Indemnifying Party prompt written indemnitor’s receipt of notice of any Liability regarding which it seeks indemnificationaction or claim with counsel of the indemnitor’s choice and at the sole cost of the indemnitor. In If the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake indemnitor does not so assume the defense of that such Third Party claim, the indemnitee may assume such defense with counsel of its choice and at the sole cost of the indemnitor. If the indemnitor so assumes such defense, the indemnitee may participate therein through counsel of its choice, but at the sole cost of the indemnitee. The party not assuming the defense of any such claim will render all reasonable assistance to the party assuming such defense, and all reasonable out-of-pocket costs of such assistance will be for the account of the indemnitor. No such claim will be settled other than by representatives chosen by it the party defending the same, and then only with the written consent of the Indemnified Partyother party, which consent may will not be unreasonably withheld, conditioned or delayed, provided, that, in such event, ; provided that the Indemnified Party indemnitee will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its no obligation to indemnify, except consent to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party any settlement of any such Liability, notifies the Indemnified Party in writing of its election not to, action or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure claim that imposes on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall indemnitee any liability or obligation that cannot be deemed an election assumed and performed in full by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall notindemnitor, and does not the indemnitee will have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or no right to withhold its consent to any settlement of any such action or claim if the entry settlement involves only the payment of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment money by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Partyindemnitor or its insurer.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), and the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of and reasonably satisfactory to the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choicechoice and at its own expense. Any such notice of a Liability Third Party Claim shall identify with reasonable specificity the basis for the indemnification claimedThird Party Claim, the facts giving rise to the Liability Third Party Claim and the amount of the Liability Third Party Claim (or, if such amount is not yet known, a reasonable estimate of the amount of the LiabilityThird Party Claim). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Partypossession. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party.. 14261991.2 (b) If the Indemnifying Party, within ten (10) 20 calendar days after notice from the Indemnified Party of any such LiabilityThird Party Claim, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the LiabilityThird Party Claim. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the LiabilityThird Party Claim. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim. The Indemnified Party shall not, without the prior written consent (which shall not be unreasonably withheld or delayed) of the Indemnifying Party, settle, compromise or pay any Third Party Claim or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result case of a Liability asserted against the Indemnified Party by a third-third party to this Agreement claim or demand (a “Third Party Claim”)) made by any Person who is not a Party to this Agreement (or an Affiliate thereof) as to which a Party (the “Indemnitor”) may be obligated to provide indemnification pursuant to this Agreement, such Party seeking indemnification hereunder (“Indemnitee”) will notify the Indemnitor in writing of the Third Party Claim (and specifying in reasonable detail the factual basis for the Third Party Claim and to the extent known, the Indemnifying amount of the Third Party may undertake Claim) reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. (b) If a Third Party Claim is made against an Indemnitee, the Indemnitor will be entitled, within sixty (60) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, subject to, in all instances, the limitation of liability set forth in Section 8.3 to assume the defense thereof (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee, for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of that claim a Third Party Claim: (i) the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by representatives chosen by it the Indemnitee in connection with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, defense thereof; provided, thatthat if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel (which shall be reasonably satisfactory to the Indemnitor) to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such eventseparate counsel shall be paid by such Indemnitor; provided, further, that the Indemnified Party will Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee; (ii) the Indemnitee shall have the right to participate in such the defense through counsel of thereof and to employ counsel, at its own choice. Any such notice of a Liability shall identify with reasonable specificity expense, separate from the basis for counsel employed by the indemnification claimed, Indemnitor; (iii) the facts giving rise Indemnitor will promptly supply to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party Indemnitee copies of all relevant correspondence and documents relating to or in connection with such Third Party Claim and records keep the Indemnitee informed of developments relating to or in its possession connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including providing to the Indemnitee on reasonable request updates and summaries as to the status thereof); and (iv) all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). (c) If the Indemnitor does not elect to assume control of the defense of any Third Party Claim within the 60-day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnifying Party. Failure of an Indemnified Party Indemnitor, after three (3) Business Days’ notice to give prompt notice shall not relieve the Indemnifying Party Indemnitor of its obligation intent to indemnifydo so, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on Third Party Claim for the part account of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election Indemnitor (with counsel selected by the Indemnifying Indemnitee), and to compromise or settle such Third Party not to assume and control the defense of the LiabilityClaim, exercising reasonable business judgment. (cd) Anything If the Indemnitor acknowledges in this Section 9.3 writing its obligation to indemnify the contrary notwithstandingIndemnitee for a Third Party Claim, the Indemnifying Indemnitee will agree to any settlement, compromise or discharge of such Third Party shall notClaim that the Indemnitor may recommend that by its terms obligates the Indemnitor to pay the full amount of Losses (whether through settlement or otherwise) in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee completely from all Liability in connection with such Third Party Claim; provided, and does not have any authority tohowever, that, without the Indemnitee’s prior written consent, the Indemnitor shall not consent to any settlement, compromise or discharge (including the consent to entry of any judgment), and the Indemnitee may refuse to agree to any such settlement, compromise or discharge, that provides for injunctive or other nonmonetary relief affecting the Indemnitee. If the Indemnitor acknowledges in writing its obligation to indemnify the Indemnitee for a Third Party Claim, the Indemnitee shall not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnitor’s prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party Vision shall, and shall give cause the Indemnifying Party prompt written notice other Vision Indemnitees to, notify Optek in writing promptly after learning of any Liability regarding Third-Party Claim for which it seeks indemnificationany Vision Indemnitee intends to seek indemnification from Optek under this Agreement. In Optek shall, and shall cause the event a Liability is the result other Optek Indemnitees to, notify Vision in writing promptly after learning of a Liability asserted against the Indemnified any Third-Party by a third-party Claim for which any Optek Indemnitee intends to seek indemnification from Vision under this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability)Agreement. The Indemnified Party shall make available to the Indemnifying Party copies failure of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party any Indemnitee to give prompt such notice shall not relieve the any Indemnifying Party of its obligation to indemnify, obligations under this Article V except to the extent that the such Indemnifying Party or its Affiliate is actually prejudiced by such failure to so notify materially prejudices give notice. Such notice shall describe such PAGE Third-Party Claim in reasonable detail considering the Indemnifying Party’s ability information provided to defend such claim against a third partythe Indemnitee. (b) If Except as otherwise provided in subsection (c) of this Section, an Indemnifying Party may, by notice to the Indemnitee and to Vision, if Optek is the Indemnifying Party, within ten (10) days or to Optek, if Vision is the Indemnifying Party, at any time after notice from the Indemnified receipt by such Indemnifying Party of any such LiabilityIndemnitee's notice of a Third-Party Claim, notifies the Indemnified Party in writing undertake (itself or through another member of its election not to, or fails to, assume Group) the defense thereof in accordance with Section 9.3(a) or settlement of this Agreement, the Indemnified such Third-Party shall have the right (but not the obligation) to undertake Claim. If an Indemnifying Party undertakes the defense of the Liability. Any failure on the part of the Indemnifying any Third-Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstandingClaim, the such Indemnifying Party shall notthereby admit its obligation to indemnify the Indemnitee against such Third-Party Claim, and does such Indemnifying Party shall control the investigation and defense or settlement thereof, except that such Indemnifying Party shall not have require any authority toIndemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interest, nor shall the Indemnifying Party, without the prior written consent of the Indemnified PartyIndemnitee and of Vision, settle if the Indemnitee is a Vision Indemnitee, or compromise any Liability or of Optek, if the Indemnitee is an Optek Indemnitee, consent to the entry of judgment which any settlement that does not include as a part thereof an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment Indemnitees from liability with respect thereto, to such Third-Party Claim or that requires the Indemnitee or any Liability regarding which it has delivered notice of a claim for indemnification its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to submit to any non-monetary remedy; and subject to the Indemnifying Party's control rights, as specified herein, the Indemnitees may participate in such investigation and defense, at their own expense. (c) With respect to any Third-Party Claim, if there is a material conflict of interest between the Indemnifying Party and the Indemnitees involved, neither the Indemnifying Party nor the Indemnitees shall be entitled to control the defense or settlement thereof. If an Indemnitee notifies an Indemnifying Party of Third-Party Claim pursuant to this Article V, and the Indemnifying Party does not take control of the defense or settlement thereof, or prior to the time that it does so take control, neither the Indemnifying Party nor the Indemnitees shall be entitled to control the defense or settlement thereof. In any such event, the Indemnifying Parties and the Indemnitees involved shall each be entitled to conduct their own investigation and defense, but the parties shall cooperate to conduct such investigation and defense as efficiently as possible. No Indemnitee may compromise or settle any Third-Party Claim described in this subsection as to which indemnification from an Indemnifying Party has or will be sought under this Agreement without first obtaining the prior written consent of the such Indemnifying Party. (d) If an Indemnifying Party is required to indemnify any Indemnitees with respect to a Third-Party Claim described in subsection (which shall not be unreasonably withheld or delayed). An c) of this Section 5.3, such Indemnifying Party shall PAGE pay the reasonable attorneys' fees and expenses of one law firm representing the Indemnitees involved in each jurisdiction with respect thereto. (e) Vision shall, and shall cause the other Vision Indemnitees to, and Optek shall, and shall cause the other Optek Indemnitees to, make available to each other, their counsel and other Representatives, all information and documents reasonably available to them which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be deemed to have consented to a settlementrequired in connection with the investigation, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Partydefense and settlement thereof.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties parties under this Article IX Agreement with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, and collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The the Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), and the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of reasonably satisfactory to the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, ; provided, thathowever, that at the time of the assumption of defense the Indemnifying Party shall acknowledge in such eventwriting its obligation to indemnify as provided herein, the majority amount of Loss in question must be covered after taking account of the limitations set forth in Section 7.4 and the Indemnifying Party must reimburse the Indemnified Party will have for its reasonable out-of-pocket expenses incurred prior to the right to participate in such assumption of defense through counsel of its own choiceby the Indemnifying Party. Any such notice of a Liability Third Party Claim shall identify with reasonable specificity (to the extent known at the time) the basis for the indemnification claimedThird Party Claim, the facts giving rise to the Liability Third Party Claim and the amount of the Liability Third Party Claim (or, if such amount is not yet known, a reasonable estimate estimate, if possible, of the amount of the LiabilityThird Party Claim). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an the Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify Indemnifying Party is materially prejudices prejudiced by the Indemnifying Party’s ability to defend such claim against a third party.delay in giving notice; (b) If if the Indemnifying Party exercises its right to undertake the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under its control relating thereto as is reasonably required by the Indemnifying Party; (c) if (i) the Indemnifying Party, within ten (10) 30 days after notice from the Indemnified Party of any such LiabilityThird Party Claim, notifies the Indemnified Party in writing of its election not to, or fails to, to assume the defense thereof in accordance with Section 9.3(a7.3(a) of this Agreement, (ii) the Indemnifying Party does not conduct such defense actively and diligently in the reasonable discretion of the Indemnified Party or (iii) there is a conflict of interest between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such claim as determined by the ABA Model Rules of Professional Conduct, the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right (but not the obligation) to undertake the defense defense, compromise or settlement of the Liability. Any failure on the part of Third Party Claim using representatives chosen by it and reasonably acceptable to the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume Party, and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall reimburse the Indemnified Party for all of its costs and expenses in conducting such defense and cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all witnesses, pertinent records, materials and information in the Indemnifying Party’s possession or under its control relating thereto as is reasonably required by the Indemnified Party; and (d) notwithstanding anything in this Section 7.3 to the contrary, the party controlling the defense shall not, and does not have any authority to, without the prior written consent of the Indemnified Partyother party subject to liability, settle or compromise any Liability Third Party Claim or consent to the entry of judgment which (x) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim, (y) includes any equitable relief against the Indemnified Party or (z) includes any admission of guilt or liability by the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes (a) In the case of a third party claim or demand ("THIRD PARTY CLAIM") made by any Person who is not a Party to this Article IX, any Agreement (or an Affiliate thereof) as to which a Party entitled to (the "INDEMNITOR") may be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred pursuant to herein as an “Indemnifying Party.” The obligations and liabilities this Agreement, such Party seeking indemnification hereunder ("INDEMNITEE") will notify the Indemnitor in writing of the Parties under this Article IX with respect toThird Party Claim (and specifying in reasonable detail the factual basis for the Third Party Claim and to the extent known, relating to or arising out the amount of claims of third parties (individually, a “the Third Party Claim” and) reasonably promptly after becoming aware of such Third Party Claim; provided, collectivelyhowever, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. (b) If a Third Party Claim is made against an Indemnitee, the “Indemnitor will be entitled, within one hundred twenty (120) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claims”Claim, subject to, in all instances, the limitation of liability set forth in Section 7.3 to assume the defense thereof (at the expense of the Indemnitor) shall be subject with counsel selected by the Indemnitor and reasonably satisfactory to the following terms Indemnitee, for so long as the Indemnitor is conducting a good faith and conditionsdiligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim: (ai) The Indemnified Party shall give the Indemnifying Party prompt written notice of Indemnitor will not be liable to the Indemnitee for any Liability regarding which it seeks indemnification. In legal or other expenses subsequently incurred by the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake Indemnitee in connection with the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, thereof; provided, thatthat if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel (which shall be reasonably satisfactory to the Indemnitor) to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such eventseparate counsel shall be paid by such Indemnitor; provided, further, that the Indemnified Party will Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee; (ii) the Indemnitee shall have the right to participate in such the defense through counsel of thereof and to employ counsel, at its own choice. Any such notice of a Liability shall identify with reasonable specificity expense, separate from the basis for counsel employed by the indemnification claimed, Indemnitor; (iii) the facts giving rise Indemnitor will promptly supply to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party Indemnitee copies of all relevant correspondence and documents relating to or in connection with such Third Party Claim and records keep the Indemnitee informed of developments relating to or in its possession connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including providing to the Indemnitee on reasonable request updates and summaries as to the status thereof); and (iv) all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). (c) If the Indemnitor does not elect to assume control of the defense of any Third Party Claim within the 120-day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnifying Party. Failure of an Indemnified Party Indemnitor, after three (3) Business Days written notice to give prompt notice shall not relieve the Indemnifying Party Indemnitor of its obligation intent to indemnifydo so, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on Third Party Claim for the part account of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election Indemnitor (with counsel selected by the Indemnifying Indemnitee), and to compromise or settle such Third Party not to assume and control the defense of the LiabilityClaim, exercising reasonable business judgment. (cd) Anything If the Indemnitor acknowledges in this Section 9.3 writing its obligation to indemnify the contrary notwithstandingIndemnitee for a Third Party Claim, the Indemnifying Indemnitee will agree to any settlement, compromise or discharge of such Third Party shall notClaim that the Indemnitor may recommend that by its terms obligates the Indemnitor to pay the full amount of Losses (whether through settlement or otherwise) in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee completely from all Liability in connection with such Third Party Claim; provided, and does not have any authority tohowever, that, without the Indemnitee's prior written consent, the Indemnitor shall not consent to any settlement, compromise or discharge (including the consent to entry of any judgment), and the Indemnitee may refuse to agree to any such settlement, compromise or discharge, that provides for injunctive or other nonmonetary relief affecting the Indemnitee or may reasonably be considered by the Indemnitee to materially prejudice the Indemnitee. If the Indemnitor acknowledges in writing its obligation to indemnify the Indemnitee for a Third Party Claim, the Indemnitee shall not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnitor's prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party Viasys shall, and shall give cause the Indemnifying Party prompt written notice other Viasys Indemnitees to, notify Thermo Electron in writing promptly after learning of any Liability regarding Third-Party Claim for which it seeks indemnificationany Viasys Indemnitee intends to seek indemnification from Thermo Electron under this Agreement. In Thermo Electron shall, and shall cause the event a Liability is the result other Thermo Electron Indemnitees to, notify Viasys in writing promptly after learning of a Liability asserted against the Indemnified any Third-Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, Claim for which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party.any Thermo Electron (b) If Except as otherwise provided in subsection (c) of this Section 5.3, an Indemnifying Party may, by notice to the Indemnitee and to Viasys, if Thermo Electron is the Indemnifying Party, within ten (10) days or to Thermo Electron, if Viasys is the Indemnifying Party, at any time after notice from the Indemnified receipt by such Indemnifying Party of any such LiabilityIndemnitee's notice of a Third-Party Claim, notifies the Indemnified Party in writing undertake (itself or through another member of its election not to, or fails to, assume Group) the defense thereof in accordance with Section 9.3(a) or settlement of this Agreement, the Indemnified such Third-Party shall have the right (but not the obligation) to undertake Claim. If an Indemnifying Party undertakes the defense of the Liability. Any failure on the part of the Indemnifying any Third-Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstandingClaim, the such Indemnifying Party shall notthereby admit its obligation to indemnify the Indemnitee against such Third-Party Claim, and does such Indemnifying Party shall control the investigation and defense or settlement thereof, except that such Indemnifying Party shall not have require any authority toIndemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interest, nor shall the Indemnifying Party, without the prior written consent of the Indemnified PartyIndemnitee and of Viasys, settle if the Indemnitee is a Viasys Indemnitee, or compromise any Liability or of Thermo Electron, if the Indemnitee is a Thermo Electron Indemnitee, consent to the entry of judgment which any settlement that does not include as a part thereof an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment Indemnitees from liability with respect thereto, to such Third-Party Claim or that requires the Indemnitee or any Liability regarding which it has delivered notice of a claim for indemnification its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to submit to any non-monetary remedy; and subject to the Indemnifying Party's control rights, as specified herein, the Indemnitees may participate in such investigation and defense, at their own expense. (c) With respect to any Third-Party Claim, if there is a material conflict of interest between the Indemnifying Party and the Indemnitees involved, neither the Indemnifying Party nor the Indemnitees shall be entitled to control the defense or settlement thereof. If an Indemnitee notifies an Indemnifying Party of a Third-Party Claim pursuant to this Section 5.3, and the Indemnifying Party does not take control of the defense or settlement thereof, or prior to the time that it does so take control, neither the Indemnifying Party nor the Indemnitees shall be entitled to control the defense or settlement thereof. In any such event, the Indemnifying Parties and the Indemnitees involved shall each be entitled to conduct their own investigation and defense, but the parties shall cooperate to conduct such investigation and defense as efficiently as possible. No Indemnitee may compromise or settle any Third-Party Claim described in this subsection as to which indemnification from an Indemnifying Party has or will be sought under this Agreement without first obtaining the prior written consent of the such Indemnifying Party. (d) If an Indemnifying Party is required to indemnify any Indemnitees with respect to a Third-Party Claim described in subsection (which shall not be unreasonably withheld or delayed). An c) of this Section 5.3, such Indemnifying Party shall be deemed pay the reasonable attorneys' fees and expenses of one law firm representing the Indemnitees involved in each jurisdiction with respect thereto. (e) Viasys shall, and shall cause the other Viasys Indemnitees to, and Thermo Electron shall, and shall cause the other Thermo Electron Indemnitees to, make available to have consented to a settlementeach other, compromisetheir counsel and other Representatives, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.all information and documents reasonably

Procedures for Indemnification for Third Party Claims. For purposes Whenever ----------------------------------------------------- indemnification is sought under this Section 5 in connection with a claim or demand brought by a third party, the party seeking indemnification (the "Indemnitee") will promptly notify the party from whom indemnification is sought (the "Indemnitor"), specifying the nature of this Article IXsuch claims, any Party entitled to be indemnified under Article IX the amount or estimated amount of such claim and attaching copies of all relevant information concerning the underlying claim of liability. Within ten days of receipt of such notice, the Indemnitor will notify the Indemnitee promptly whether it disputes its indemnification obligation. If the indemnification obligation is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities not so disputed, the Indemnitor, at the option of the Parties under this Article IX with respect toIndemnitee, relating will, at the Indemnitor's cost and expense, defend any such claim. If the Indemnitee so elects for the Indemnitor to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectivelydefend any claim, the “Third Party Claims”) shall be subject to Indemnitor will have full control over the following terms and conditions: (a) The Indemnified Party shall give conduct of such proceeding, although the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party Indemnitee will have the right to participate in such defense through retain legal counsel of at its own choiceexpense and will have the right to approve any settlement of any claim, provided that such approval may not be withheld unreasonably. Any such notice of a Liability shall identify with reasonable specificity If the basis Indemnitee does not elect for the indemnification claimedIndemnitor to assume the defense of such claim, the facts giving rise Indemnitee will have the right to defend the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession claim at the reasonable cost and expense of the Indemnifying PartyIndemnitor. Failure of an Indemnified Party The Indemnitor will not be obligated to give prompt notice shall not relieve indemnify the Indemnifying Party of its obligation Indemnitee with respect to indemnify, except such third party claim to the extent that the failure to so notify materially prejudices the Indemnifying Party’s Indemnitor's ability to defend such claim against a third party. (b) If has been irreparably prejudiced by the Indemnifying Party, within ten (10) days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, failure or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense delay of the Liability. Any failure on Indemnitee to give Indemnitor the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election notice required by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party6.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) 20 days after notice from the Indemnified Party of any such Liability, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the Liability. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability or consent to the entry of judgment which does not include as an unconditional term thereof the unconditional release of the Indemnified PartyParty from all liability with respect to the Liability. The Indemnified Party shall not settle, compromise, pay or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IXV, any Party entitled to be indemnified under Article IX V is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX V is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX V with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), and the Indemnifying Party may may, at the expense of the Indemnifying Party, undertake the defense of that claim by representatives chosen by it with it, unless (i) the written consent of Indemnifying Parties shall not have taken any action to defend such Third Party Claim within such twenty (20) day period or (ii) such Third Party Claim seeks an order, injunction or other equitable reflect against the Indemnified Party. If the Indemnifying Parties has the right to assume, which consent may not be unreasonably withheldand timely assumes, conditioned or delayed, provided, that, in the defense of such eventThird Party Claim, the Indemnified Party will have the right to participate in such defense through counsel of its own choicechoice and at its own expense (except as otherwise provided in this Section 5.3). Any such notice of a Liability Third Party Claim shall identify with reasonable specificity the basis for the indemnification claimedThird Party Claim (and the nature of the misrepresentation, breach of warranty, breach of covenant, breach of agreement or other claim to which such item is related), the facts giving rise to the Liability Third Party Claim and the amount of the Liability Third Party Claim (or, if such amount is not yet known, a reasonable estimate of the amount of the LiabilityThird Party Claim). The Indemnified Party shall make available promptly provide to the Indemnifying Party copies of all papers served with respect to such Third Party Claim and all other relevant documents and records in its possession at the expense of the Indemnifying Partypossession. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify actually and materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten twenty (1020) days after notice from the Indemnified Party of any such LiabilityThird Party Claim, notifies the Indemnified Party in writing of its election not to, or fails to, or otherwise does not, in accordance with this Section 5.3, have the right to, assume the defense thereof in accordance with Section 9.3(a5.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) ), at the expense of the Indemnifying Parties, to undertake the defense of the LiabilityThird Party Claim. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the LiabilityThird Party Claim. (c) Anything in this Section 9.3 5.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability Third Party Claim or consent to the entry of judgment, unless such settlement, compromise or judgment which does not include as an unconditional term thereof the (i) includes a full and unconditional release of the Indemnified Parties from and all liability in respect of the Third Party Claim, (ii) does not subject the Indemnified Parties to any injunctive relief or other equitable remedy and (iii) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnified Parties. The Indemnified Party shall not, without the prior written consent (which shall not be unreasonably withheld or delayed) of the Indemnifying Party, settle, compromise or pay any Third Party Claim or consent to the entry of judgment with respect thereto. (d) To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Article V may be unenforceable with respect to any Liability regarding Liabilities because it violates any Law or public policy, the Indemnifying Parties shall contribute the maximum portion which it has delivered notice of a claim for indemnification is permitted to pay and satisfy under applicable Law, to the Indemnifying Party, without first obtaining the written consent payment and satisfaction of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment all such Liabilities incurred by the Indemnified Party if it does not respond Party(ies) or any of them with respect to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying PartyLiabilities.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnifying Party prompt written notice of any Liability regarding which it seeks indemnification. In the event a Liability is the result of a Liability asserted against the Indemnified Party by a third-party to this Agreement (a “Third Party Claim”), and the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of and reasonably satisfactory to the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, provided that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choicechoice and at its own expense. Any such notice of a Liability Third Party Claim shall identify with reasonable specificity the basis for the indemnification claimedThird Party Claim, the facts giving rise to the Liability Third Party Claim and the amount of the Liability Third Party Claim (or, if such amount is not yet known, a reasonable estimate of the amount of the LiabilityThird Party Claim). The Indemnified Party shall make available to the Indemnifying Party copies of all relevant documents and records in its possession at the expense of the Indemnifying Partypossession. Failure of an Indemnified Party to give prompt notice shall not relieve the Indemnifying Party of its obligation to indemnify, except to the extent that the failure to so notify materially prejudices the Indemnifying Party’s ability to defend such claim against a third party. (b) If the Indemnifying Party, within ten (10) 20 days after notice from the Indemnified Party of any such LiabilityThird Party Claim, notifies the Indemnified Party in writing of its election not to, or fails to, assume the defense thereof in accordance with Section 9.3(a) of this Agreement, the Indemnified Party shall have the right (but not the obligation) to undertake the defense of the LiabilityThird Party Claim. Any failure on the part of the Indemnifying Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the LiabilityThird Party Claim. (c) Anything in this Section 9.3 to the contrary notwithstanding, the Indemnifying Party shall not, and does not have any authority to, without the prior written consent of the Indemnified Party, settle or compromise any Liability Third Party Claim or consent to the entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an unconditional release from all liability in respect of the Third Party Claim. The Indemnified Party shall not, without the prior written consent (which shall not be unreasonably withheld or delayed) of the Indemnifying Party, settle, compromise or pay any Third Party Claim or consent to the entry of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification to the Indemnifying Party, without first obtaining the written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed). An Indemnifying Party shall be deemed to have consented to a settlement, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Party.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party Vision shall, and shall give cause the Indemnifying Party prompt written notice other Vision Indemnitees to, notify Optek in writing promptly after learning of any Liability regarding Third-Party Claim for which it seeks indemnificationany Vision Indemnitee intends to seek indemnification from Optek under this Agreement. In Optek shall, and shall cause the event a Liability is the result other Optek Indemnitees to, notify Vision in writing promptly after learning of a Liability asserted against the Indemnified any Third-Party by a third-party Claim for which any Optek Indemnitee intends to seek indemnification from Vision under this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability)Agreement. The Indemnified Party shall make available to the Indemnifying Party copies failure of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party any Indemnitee to give prompt such notice shall not relieve the any Indemnifying Party of its obligation to indemnify, obligations under this Article V except to the extent that the such Indemnifying Party or its Affiliate is actually prejudiced by such failure to so notify materially prejudices give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Indemnifying Party’s ability information provided to defend such claim against a third partythe Indemnitee. (b) If Except as otherwise provided in subsection (c) of this Section, an Indemnifying Party may, by notice to the Indemnitee and to Vision, if Optek is the Indemnifying Party, within ten (10) days or to Optek, if Vision is the Indemnifying Party, at any time after notice from the Indemnified receipt by such Indemnifying Party of any such LiabilityIndemnitee's notice of a Third-Party Claim, notifies the Indemnified Party in writing undertake (itself or through another member of its election not to, or fails to, assume Group) the defense thereof in accordance with Section 9.3(a) or settlement of this Agreement, the Indemnified such Third-Party shall have the right (but not the obligation) to undertake Claim. If an Indemnifying Party undertakes the defense of the Liability. Any failure on the part of the Indemnifying any Third-Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstandingClaim, the such Indemnifying Party shall notthereby admit its obligation to indemnify the Indemnitee against such Third-Party Claim, and does such Indemnifying Party shall control the investigation and defense or settlement thereof, except that such Indemnifying Party shall not have require any authority toIndemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interest, nor shall the Indemnifying Party, without the prior written consent of the Indemnified PartyIndemnitee and of Vision, settle if the Indemnitee is a Vision Indemnitee, or compromise any Liability or of Optek, if the Indemnitee is an Optek Indemnitee, consent to the entry of judgment which any settlement that does not include as a part thereof an unconditional term thereof the unconditional release of the Indemnified Party, or consent to the entry of judgment Indemnitees from liability with respect thereto, to such Third-Party Claim or that requires the Indemnitee or any Liability regarding which it has delivered notice of a claim for indemnification its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to submit to any non-monetary remedy; and subject to the Indemnifying Party's control rights, as specified herein, the Indemnitees may participate in such investigation and defense, at their own expense. (c) With respect to any Third-Party Claim, if there is a material conflict of interest between the Indemnifying Party and the Indemnitees involved, neither the Indemnifying Party nor the Indemnitees shall be entitled to control the defense or settlement thereof. If an Indemnitee notifies an Indemnifying Party of Third-Party Claim pursuant to this Article V, and the Indemnifying Party does not take control of the defense or settlement thereof, or prior to the time that it does so take control, neither the Indemnifying Party nor the Indemnitees shall be entitled to control the defense or settlement thereof. In any such event, the Indemnifying Parties and the Indemnitees involved shall each be entitled to conduct their own investigation and defense, but the parties shall cooperate to conduct such investigation and defense as efficiently as possible. No Indemnitee may compromise or settle any Third-Party Claim described in this subsection as to which indemnification from an Indemnifying Party has or will be sought under this Agreement without first obtaining the prior written consent of the such Indemnifying Party. (d) If an Indemnifying Party is required to indemnify any Indemnitees with respect to a Third-Party Claim described in subsection (which shall not be unreasonably withheld or delayed). An c) of this Section 5.3, such Indemnifying Party shall pay the reasonable attorneys' fees and expenses of one law firm representing the Indemnitees involved in each jurisdiction with respect thereto. (e) Vision shall, and shall cause the other Vision Indemnitees to, and Optek shall, and shall cause the other Optek Indemnitees to, make available to each other, their counsel and other Representatives, all information and documents reasonably available to them which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be deemed to have consented to a settlementrequired in connection with the investigation, compromise, payment or judgment by the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery of such notice to the Indemnifying Partydefense and settlement thereof.

Procedures for Indemnification for Third Party Claims. For purposes of this Article IX, any Party entitled to be indemnified under Article IX is referred to herein as an “Indemnified Party,” and any Party obligated to provide indemnification under Article IX is referred to herein as an “Indemnifying Party.” The obligations and liabilities of the Parties under this Article IX with respect to, relating to or arising out of claims of third parties (individually, a “Third Party Claim” and, collectively, the “Third Party Claims”) shall be subject to the following terms and conditions: (a) The Indemnified Party Grace shall, and shall give cause the Indemnifying Party prompt written notice other Packco Indemnitees to, notify New Grace in writing promptly after learning of any Liability regarding Third-Party Claim for which it seeks indemnificationany Packco Indemnitee intends to seek indemnification from New Grace under this Agreement. In New Grace shall, and shall cause the event a Liability is the result other New Grace Indemnitees to, notify Grace in writing promptly after learning of a Liability asserted against the Indemnified any Third-Party by a third-party Claim for which any New Grace Indemnitee intends to seek indemnification from Grace under this Agreement (a “Third Party Claim”), the Indemnifying Party may undertake the defense of that claim by representatives chosen by it with the written consent of the Indemnified Party, which consent may not be unreasonably withheld, conditioned or delayed, provided, that, in such event, the Indemnified Party will have the right to participate in such defense through counsel of its own choice. Any such notice of a Liability shall identify with reasonable specificity the basis for the indemnification claimed, the facts giving rise to the Liability and the amount of the Liability (or, if such amount is not yet known, a reasonable estimate of the amount of the Liability)Agreement. The Indemnified Party shall make available to the Indemnifying Party copies failure of all relevant documents and records in its possession at the expense of the Indemnifying Party. Failure of an Indemnified Party any Indemnitee to give prompt such notice shall not relieve the any Indemnifying Party of its obligation to indemnify, obligations under this Article except to the extent that the such Indemnifying Party or its Affiliate is actually prejudiced by such failure to so notify materially prejudices give notice. Such notice shall describe such Third-Party Claim in reasonable detail considering the Indemnifying Party’s ability Information provided to defend such claim against a third partythe Indemnitee. (b) If Except as otherwise provided in paragraph (c) of this Section, an Indemnifying Party may, by notice to the Indemnitee and to Grace, if New Grace is the Indemnifying Party, within ten (10) days or to the Indemnitee and New Grace, if Grace is the Indemnifying Party, at any time after notice from the Indemnified receipt by such Indemnifying Party of any such LiabilityIndemnitee's notice of a Third-Party Claim, notifies undertake (itself or through another member of the Indemnified Group of which the Indemnifying Party in writing of its election not to, or fails to, assume is a member) the defense thereof in accordance with Section 9.3(a) or settlement of this Agreement, the Indemnified such Third-Party shall have the right (but not the obligation) to undertake Claim. If an Indemnifying Party undertakes the defense of the Liability. Any failure on the part of the Indemnifying any Third-Party to notify the Indemnified Party within the time period provided above regarding its election shall be deemed an election by the Indemnifying Party not to assume and control the defense of the Liability. (c) Anything in this Section 9.3 to the contrary notwithstandingClaim, the such Indemnifying Party shall notthereby admit its obligation to indemnify the Indemnitee against such Third-Party Claim, and does such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not have settle or compromise such Third-Party Claim, except that such Indemnifying Party shall not (i) require any authority toIndemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interests, nor (ii) without the prior written consent of the Indemnified PartyIndemnitee and of Grace, settle if the Indemnitee is a Packco Indemnitee, or compromise any Liability or the Indemnitee and of New Grace, if the Indemnitee is a New Grace Indemnitee, consent to the entry of judgment which any settlement that does not include as a part thereof an unconditional term thereof the unconditional release of the Indemnified Party, Indemnitees from liability with respect to such Third-Party Claim or consent that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy; and subject to the entry Indemnifying Party's control rights, as specified herein, the Indemnitees may participate in such investigation and defense, at their own expense. Following the provision of judgment with respect thereto, any Liability regarding which it has delivered notice of a claim for indemnification notices to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense of any Third-Party Claim as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without first obtaining the written consent of prejudice to its right to seek indemnification hereunder. (c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Party which make it inappropriate for the Indemnifying Party to undertake the defense or settlement thereof, then such Indemnifying Party shall not be entitled to undertake the defense or settlement of such Third-Party Claim; and counsel for the Indemnifying Party shall be entitled to conduct the defense of such Indemnifying Party and counsel for the Indemnitee (selected by the Indemnitee) shall be entitled to conduct the defense of such Indemnitee, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such action as efficiently as possible. The above provisions of this paragraph (c) shall not apply to Third-Party Claims relating to asbestos claims described in the proviso to the definition of Packco Liabilities. Rather, with respect to such asbestos claims, with the consent of Grace-Conn., which shall not be unreasonably withheld or delayed). An withheld, counsel for the Indemnifying Party shall be deemed entitled to have consented to a settlement, compromise, payment or judgment by conduct the Indemnified Party if it does not respond to written notice from the Indemnified Party seeking such consent within ten (10) days after delivery defense of such notice Third-Party Claim to the extent the legal defenses available to the Indemnifying PartyParty and the Indemnitee are substantially similar, but counsel for the Indemnitee shall be entitled to assert and conduct its own defense to the extent, but only to the extent, of any additional legal defenses available to it. (d) In no event shall an Indemnifying Party be liable for the fees and expenses of more than one counsel for all Indemnitees (in addition to its own counsel, if any) in connection with any one action, or separate but similar or related actions, in the same jurisdiction arising out of the same general allegations or circumstances. (e) New Grace shall, and shall cause the other New Grace Indemnitees to, and Grace shall, and shall cause the other Packco Indemnitees to, make available to each other, their counsel and other Representatives, all information and documents reasonably available to them which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be required in connection with the investigation, defense and settlement thereof, subject to the terms and conditions of a mutually acceptable joint defense agreement. Any joint defense agreement entered into by New Grace or Grace with any third party relating to any Third-Party Claim shall provide that New Grace or Grace may, if requested, provide information obtained through any such agreement to the New Grace Indemnitees and/or the Packco Indemnitees.