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

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion of any Third Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Section 12.4, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 shall not relieve the Indemnifying Party of its obligations under this Section 12.4, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Third Party (including any Governmental entity) of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Section 12.4Indemnitee, such Indemnified Party Indemnitee shall give such Indemnifying Party and each Party to this Agreement, written notice thereof within 20 as soon as reasonably practicable, but no later than thirty (30) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. If any Party shall receive notice or otherwise learn of the assertion of a Third-Party Claim which may reasonably be determined to be a Liability of the Parties, such Party shall give the other Party to this Agreement written notice thereof within thirty (30) days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person Party to give notice as provided in this Section 12.4 5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect shall be entitled to defend (and to seek to settle or compromise)participate in the defense of any Third-Party Claim, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided that if the defendants in any such claim include both the Indemnifying Party and one or more Indemnitees and in such Indemnitees’ reasonable judgment a conflict of interest between such Indemnitees and such Indemnifying Party exists in respect of such claim, any Third Party Claimsuch Indemnitees shall have the right to employ separate counsel and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a5.5(a) (or sooner, if the nature of such Third Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Third-Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Indemnitee. (c) With respect to any Third-Party except as set forth in the next sentence. If Claim, the Indemnifying Party has elected and Indemnitees agree, and shall cause their respective counsel (if applicable), to cooperate fully (in a manner that will preserve all attorney-client privilege or other privileges) to mitigate any such claim and minimize the defense costs associated therewith. (d) If an Indemnifying Party fails to assume the defense of the Third a Third-Party Claim but has specified, and continues to assert, any reservations or exceptions in within thirty (30) days after receipt of written notice of such notice, then, in any such caseclaim, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by Indemnitee will, upon delivering notice to such effect to the Indemnifying Party, but have the right to undertake the defense, compromise or settlement of such Third-Party Claim on behalf of and for the account of the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses subject to the extent that it establishes limitations as set forth in this Section 5.5; provided, however, that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) such Indemnified Party may defend such Third Third-Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle shall not be compromised or compromise any Third Party Claim settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. No If the Indemnitee assumes the defense of any Third-Party Claim, it shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall consent reimburse all such costs and expenses of the Indemnitee in the event it is ultimately determined that the Indemnifying Party is obligated to entry of any judgment or enter into indemnify the Indemnitee with respect to such Third-Party Claim. In no event shall an Indemnifying Party be liable for any settlement of any pending effected without its consent, which consent will not be unreasonably withheld, delayed or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claimconditioned.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive receives written notice or otherwise learn that a Person (including any Governmental Authority) that is not a member of the assertion of Pinnacle Group or the OpCo Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim or of the commencement by any such Person of any Action with respect to which Claim”) that may implicate an Indemnifying Party may be obligated Party’s obligation to provide indemnification to such Indemnified Party indemnify pursuant to Section 5.2 or Section 5.3, or any other Section of this Section 12.4Agreement or any other Transaction Document, such the Indemnified Party shall give such provide the Indemnifying Party written notice thereof within 20 as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of such the Third Party Claim. Any such Such notice shall describe the Third Party Claim in reasonable detaildetail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of any an Indemnified Party or other Person to give provide notice as provided in accordance with this Section 12.4 5.5(a) shall not relieve the an Indemnifying Party of its indemnification obligations under this Section 12.4Agreement, except to the extent that such to which the Indemnifying Party is actually prejudiced by such the Indemnified Party’s failure to give noticeprovide notice in accordance with this Section 5.5(a). (b) An Subject to this Section 5.5(b) and Section 5.5(c), an Indemnifying Party may elect to defend control the defense of (and to seek to settle or compromise), at such Indemnifying Party’s its own expense and by such Indemnifying Party’s with its own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a5.5(a) (or sooner, if the nature of such the Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such the Third Party Claim, which election Claim and shall specify any reservations or exceptionsexceptions to its defense. After receiving notice from of an Indemnifying Party to an Indemnified Party of its Party’s election to assume the defense of a Third Party Claim, whether with or without any reservations or exceptions with respect to such defense, an Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the Indemnified Party shall be responsible for the fees and expenses of its counsel and, in any event, shall cooperate with the Indemnifying Party in such counsel shall be defense and make available to the expense of Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnified Party except Party’s possession or under such Indemnified Party’s control relating thereto as set forth in are reasonably required by the next sentenceIndemnifying Party. If the an Indemnifying Party has elected to assume the defense of the a Third Party Claim but has specifiedClaim, and continues to assert, whether with or without any reservations or exceptions with respect to such defense, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such notice, then, in Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnified Party for any such casefees or expenses incurred during the course of its defense of such Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. (c) Notwithstanding Section 5.5(b), if any Indemnified Party shall in good faith determine that there is an actual conflict of interest if counsel for the Indemnifying Party represented both the Indemnified Party and Indemnifying Party, then the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one (1) separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properParties. (cd) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election within thirty (30) days after the receipt of notice from an Indemnified Party as provided in Section 12.4(b) such 5.5(b), the Indemnified Party may defend such the Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnified Party is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party. (de) Unless Without the prior written consent of any Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this AgreementParty, which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnified Party may settle or compromise compromise, or seek to settle or compromise, any Third Party Claim; provided, however, in the event that the Indemnifying Party elects not to assume responsibility for defending a Third Party Claim without or fails to notify the Indemnified Party of its election within thirty (30) days after the receipt of notice from the Indemnified Party as provided in Section 5.5(b), the Indemnified Party shall have the right to settle or compromise such Third Party Claim in its sole discretion. Without the prior written consent of the Indemnifying any Indemnified Party. No , which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of for which any the Indemnified Party is seeking or could have been a party and may seek indemnity could have been sought hereunder pursuant to this Section 5.5 unless such judgment or settlement is solely for monetary damages, does not impose any expense or obligation on the Indemnified Party, does not involve any finding or determination of wrongdoing or violation of law by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunctionand provides for a full, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party unconditional and (ii) such settlement does not include an unconditional irrevocable release of such that Indemnified Party from all liability on claims that are in connection with the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Vishay Group or the VPG Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2 or Section 5.3 or any other section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Person shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Shared Contingent Liability, such Person shall give the other party to this Agreement written notice thereof within twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 5.6(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An If the Indemnifying Party receiving any notice pursuant to Section 5.6(a) or the Indemnified Party believes that the Third Party Claim is or may be a Shared Contingent Liability, such party may make a Determination Request with respect thereto. Vishay shall be entitled (but not obligated) to assume the defense of such Third Party Claim as if it were the Indemnifying Party hereunder until a determination on whether such Third Party Claim is a Shared Contingent Liability. In any such event, Vishay shall be entitled to reimbursement of all the costs and expenses of such defense once a final determination or acknowledgment is made as to the status of the Third Party Claim; provided, that, if such Third Party Claim is determined to be a Shared Contingent Liability, such costs and expenses shall be shared as provided in Section 5.6(c). If it is determined by the parties or the Contingent Claim Committee that the Third Party Claim is a Shared Contingent Liability, the Indemnifying Party determined to have a majority of the Shared Percentage of such Shared Contingent Liability shall assume the defense of such Third Party Claim; provided, that such Indemnifying Party is solvent. If the Indemnifying Party with a majority of the Shared Contingent Liability is insolvent, the Indemnifying Party with less than a majority of the Shared Contingent Liability shall be entitled (but not obligated) to assume the defense of such Third Party Claim. (c) The costs and expenses of assuming the defense of any Third Party Claim that is a Shared Contingent Liability (subject to Section 5.6(b)), and/or seeking to settle or compromise (subject to Section 5.6(g)) shall be included in the calculation of the amount of the applicable Shared Contingent Liability in determining the reimbursement obligations of the other parties with respect thereto pursuant to Section 6.3. Any Indemnified Party in respect of a Shared Contingent Liability shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but all fees and expenses of such counsel shall be the expense of such Indemnified Party. (d) Other than in the case of a Shared Contingent Liability, an Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a5.6(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (ce) If Other than in the case of a Shared Contingent Liability, if an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) 5.6(d), such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (df) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim that is not a Shared Contingent Liability without the consent of the Indemnifying Party. No Indemnified Party may settle or compromise any Third Party Claim that is a Shared Contingent Liability without the consent of the Indemnifying Party that is entitled to or has assumed the defense of such Third Party Claim. (g) In the case of a Third Party Claim that is not a Shared Contingent Liability, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such any Indemnified Party. In the case of a Third Party and (ii) such settlement does not include an unconditional release of such Indemnified Claim that is a Shared Contingent Liability, the Indemnifying Party from all liability on claims that are has assumed the subject matter defense of such Third Party ClaimClaim shall not consent to entry of any judgment or enter into any settlement of the Third Party Claim without the consent of the Indemnified Party if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against any Indemnified Party; provided, however, the Indemnifying Party shall not need to obtain the consent of the Indemnified Party if the Indemnified Party is insolvent.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion of any a Third Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 6.02, Section 6.03 or Section 6.04 or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 10 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 6.06(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense (subject to the requirement to share expenses related to the defense of Transaction Third Party Claims pursuant to Section 6.04) and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 20 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a6.06(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election as to whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but (subject to Section 6.04) the fees and expenses of such counsel shall be the expense of such Indemnified Indemnitee, except that the Indemnifying Party except as set forth in shall be liable for the next sentence. If fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has elected to assume not assumed the defense of such Third Party Claim (other than during any period in which the Indemnitee shall have failed to give notice of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properaccordance with Section 6.06(a)). (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 6.06(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying PartyParty (subject to the requirement to share expenses related to the defense of Transaction Third Party Claims pursuant to Section 6.04). (d) Unless the If an Indemnifying Party has failed elects to assume the defense of the a Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle the Indemnitee shall agree to any settlement, compromise or compromise any discharge of such Third Party Claim without that the consent Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the Indemnifying Party. liability in connection with such Third Party Claim and that releases the Indemnified Party completely in connection with such Third Party Claim. (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party applicable Indemnitee or Indemnitees if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified any Indemnitee. (f) Whether or not the Indemnifying Party and (ii) such settlement does not include an unconditional release assumes the defense of such Indemnified a Third Party from all Claim, no Indemnitee shall admit any liability on claims that are the subject matter of with respect to, or settle, compromise or discharge, such Third Party ClaimClaim without the Indemnifying Party’s prior written consent. (g) The provisions of Section 6.06 (other than this Section 6.06(g)) and Section 6.07 shall not apply to Taxes (which are covered by the Tax Matters Agreement).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion of any Third a Third-Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to this Section 12.4Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 6.05(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An The Indemnifying Party may elect shall have the right, exercisable by written notice to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within the Indemnitee within 30 calendar days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a6.05(a) (or sooner, if the nature of such Third Third-Party Claim so requires), to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party shall notify and reasonably acceptable to the Indemnified Indemnitee; provided, however, (i) the defense of such Third-Party of its election whether Claim by the Indemnifying Party will assume responsibility for defending such Third not, in the reasonable judgment of the Indemnitee, affect the Indemnitee or any of its controlled Affiliates in a materially adverse manner and (ii) the Third-Party ClaimClaim solely seeks (and continues to seek) monetary damages (the conditions set forth in clauses (i) and (ii), which election shall specify any reservations or exceptions. After notice from an collectively, the “Litigation Conditions”). (c) If the Indemnifying Party to an Indemnified Party of its election elects not to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Third-Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claimaccordance with this Agreement, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b6.05(b) or if one of the Litigation Conditions is not satisfied or waived by the Indemnitee, such Indemnified Party Indemnitee may defend such Third Third-Party Claim at the cost and expense of the Indemnifying Party. (d) Unless If the Indemnifying Party has failed elects to assume the defense of the Third a Third-Party Claim in accordance with the terms of this Agreement, no Indemnified the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party may settle or compromise any Third with respect to the defense of such Third-Party Claim. (e) If the Indemnifying Party elects to assume the defense of a Third-Party Claim without in accordance with the consent terms of this Agreement, the Indemnifying Party will not be liable for any additional legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (i) the Litigation Conditions cease to be met or (ii) the Indemnifying PartyParty fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, shall have the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. In the event, however, that such Indemnitee reasonably determines that representation by counsel to the Indemnifying Party of both such Indemnifying Party and the Indemnitee could reasonably be expected to present such counsel with a conflict of interest, then the Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party will pay the reasonable fees and expenses of such counsel. (f) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Third-Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified applicable Indemnitee or Indemnitees; provided, however, that such Indemnitee(s) shall be required to consent to such entry of judgment or to such settlement that the Indemnifying Party may recommend if the judgment or settlement (i) contains no finding or admission of any violation of Law or any violation of the rights of any Person, (ii) involves only monetary relief which the Indemnifying Party has agreed to pay and (iii) includes a full and unconditional release of the Indemnitee. Notwithstanding the foregoing, in no event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified any Indemnitee. (g) Whether or not the Indemnifying Party and (ii) such settlement does not include an unconditional release assumes the defense of such Indemnified Party from all liability on claims that are the subject matter of such Third a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld or delayed).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion of any Third a Third-Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to this Section 12.4Agreement (including Article III), such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 as soon as reasonably practicable, but no later than thirty (30) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detaildetail and shall include: (i) the basis for, and nature of, such Third-Party Claim, including the facts constituting the basis for such Third-Party Claim; (ii) the estimated amount of losses (to the extent so estimable) that have been or may be sustained by the Indemnitee in connection with such Third-Party Claim; and (iii) copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim; provided, however, that any such notice need only specify such information to the knowledge of the Indemnitee as of the date of such notice and shall not limit or prejudice any of the rights or remedies of any Indemnitee on the basis of any limitations on the information included in such notice, including any such limitations made in good faith to preserve the attorney-client privilege, work product doctrine or any other similar privilege or doctrine. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 6.05(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give noticenotice in accordance with this Section 6.05(a). (b) An The Indemnifying Party may elect shall have the right, exercisable by written notice to defend the Indemnitee within thirty (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 30) calendar days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a6.05(a) (or sooner, if the nature of such Third Third-Party Claim so requires), to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that (x) SpinCo shall not be entitled to control the defense of any Third-Party Claim in respect of a Mixed Action and (y) the Indemnifying Party shall notify not have the Indemnified right to control the defense of any Third-Party Claim (i) to the extent such Third-Party Claim seeks criminal penalties or injunctive or other equitable relief (other than any such injunctive or other equitable relief that is solely incidental to the granting of its election whether money damages) or (ii) if the Indemnitee has reasonably determined in good faith that the Indemnifying Party controlling such defense will assume responsibility for defending such Third Party Claim, which election shall specify any reservations affect the Indemnitee or exceptions. After notice from an its Group in a materially adverse manner. (c) If the Indemnifying Party to an Indemnified Party of its election elects not to assume the defense of a Third Third-Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in Claim (but or is not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected permitted to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Third-Party Claim) in accordance with this Agreement, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 6.05(b), such Indemnified Party Indemnitee may defend such Third Third-Party Claim at the cost and expense of the Indemnifying Party. (d) Unless Claim. If the Indemnifying Party has failed elects (and is permitted) to assume the defense of the Third a Third-Party Claim in accordance with the terms of this Agreement, no Indemnified the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party may settle or compromise any Third with respect to the defense of such Third-Party Claim. (d) If the Indemnifying Party elects (and is permitted) to assume the defense of a Third-Party Claim without in accordance with the consent terms of this Agreement, the Indemnifying Party will not be liable for any additional legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if the Indemnifying PartyParty fails to take reasonable steps necessary to defend diligently such Third-Party Claim, or the nature of such Third-Party Claim changes such that the Indemnifying Party would no longer be entitled to assume the defense of such Third-Party Claim pursuant to Section 6.05(b), the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, shall have the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. In the event, however, that such Indemnitee reasonably determines that representation by counsel to the Indemnifying Party of both such Indemnifying Party and the Indemnitee could reasonably be expected to present such counsel with a conflict of interest, then the Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party will pay the reasonable fees and expenses of such counsel. (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Third-Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party applicable Indemnitee or Indemnitees; provided, however, that such consent shall not be required if the judgment or settlement: (i) contains no finding or admission of Liability with respect to any such Indemnitee or Indemnitees; (ii) involves only monetary relief which the Indemnifying Party has agreed to pay; and (iii) includes a full and unconditional release of the Indemnitee or Indemnitees. Notwithstanding the foregoing, the consent of an Indemnitee shall be required for any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary non-monetary relief to be entered, directly or indirectly indirectly, against such Indemnified Indemnitee. (f) Whether or not the Indemnifying Party and (ii) such settlement does not include an unconditional release assumes the defense of such Indemnified Party from all liability on claims that are the subject matter of such Third a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion of any All claims for indemnification relating to a Third Party Claim or of the commencement by any such Person of indemnified party (an “Indemnified Party”) hereunder shall be asserted and resolved as set forth in this Section 6.04. (b) In the event that any Action with respect to written claim or demand for which an indemnifying party (an “Indemnifying Party Party”) may be obligated have liability to provide indemnification to such any Indemnified Party pursuant hereunder, is asserted against or sought to this Section 12.4be collected from any Indemnified Party by a Third Party (a “Third Party Claim”), such Indemnified Party shall give promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third Party Claim, notify the Indemnifying Party written notice thereof within 20 days after becoming aware in writing of such Third Party Claim. Any , the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such notice shall describe the Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, and any other material details pertaining thereto (a “Claim in reasonable detail. Notwithstanding the foregoingNotice”); provided, however, that the failure to timely give a Claim Notice shall affect the rights of any an Indemnified Party or other Person to give notice as provided in this Section 12.4 shall not relieve the Indemnifying Party of its obligations under this Section 12.4, except hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party is actually prejudiced by with respect to such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after the receipt of notice from an the Claim Notice (the “Notice Period”) to notify the Indemnified Party whether it desires to defend the Indemnified Party against such Third Party Claim; provided that in accordance with the event a Claim Notice in respect of indemnification sought pursuant to Section 12.4(a6.02(c) (or soonerso specifies, if the nature of Indemnified Party shall have the right to require the Indemnifying Party, and in such event the Indemnifying Party shall be required, to defend the Indemnified Party against such Third Party Claim so requires)at the Indemnifying Party’s expense. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall notify have the right to defend the Indemnified Party of its election whether by appropriate proceedings and shall have the sole power to direct and control such defense, with counsel reasonably satisfactory to the Indemnified Party at the Indemnifying Party’s expense. Once the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume has duly assumed the defense of a Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its expense, provided that such expense shall be the responsibility of the Indemnifying Party if (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnifying Party shall not be responsible for expenses in respect of more than one counsel for the Indemnified Party in any single jurisdiction), or (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently defend a Third Party Claim it has assumed the defense of, as provided in the first sentence of this Section 6.04(c). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third Party Claim on a basis that would result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iii) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (ii) after assuming the defense of a Third Party Claim or after receiving a Claim Notice specified in the proviso to the last sentence of Section 6.04(b), fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected obligation to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an . The Indemnified Party of its election as provided in Section 12.4(b) such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may shall not settle or compromise any a Third Party Claim without the consent of the Indemnifying Party. No , which consent shall not be unreasonably withheld. (e) The Indemnified Party and the Indemnifying Party shall consent cooperate in order to entry ensure the proper and adequate defense of any judgment or enter into any settlement of any pending or threatened a Third Party Claim in respect of which any Indemnified Party is or could have been a party Claim, including by providing access to each other’s relevant business records and indemnity could have been sought hereunder by such Indemnified Party without other documents, and employees; it being understood that the consent reasonable costs and expenses of the Indemnified Party if relating thereto shall be Liabilities, subject to indemnification. (if) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such The Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to avoid production of confidential information (ii) such settlement does not include an unconditional release of such Indemnified Party from consistent with Applicable Law), and to cause all liability on claims that are the subject matter of such communications among employees, counsel and others representing any party to a Third Party ClaimClaim to be made so as to preserve any applicable attorney-client or work-product privileges.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive receives written notice or otherwise learn that a Person (including any Governmental Entity) that is not a member of the assertion of Company Group or the SpinCo Group, or any Affiliate thereof, has asserted any claim or commenced any Action (any such claim or Action, a “Third Party Claim or of the commencement by any such Person of any Action with respect Claim”) that may give rise to which an Indemnifying Party may be obligated Party’s obligation to provide indemnification to such Indemnified Party indemnify pursuant to this Section 12.45.2 or Section 5.3, such as the case may be, then the Indemnified Party shall give such provide the Indemnifying Party written notice thereof within 20 days as promptly as practicable (and no later than fifteen (15) Business Days, or sooner, if the nature of the Third Party Claim so requires) after becoming aware of such the Third Party Claim. Any such Such notice shall describe the Third Party Claim in reasonable detaildetail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of any an Indemnified Party or other Person to give provide notice as provided in accordance with this Section 12.4 5.7(a) shall not relieve the an Indemnifying Party of its indemnification obligations under this Section 12.4Agreement, except to the extent that such the Indemnifying Party is actually prejudiced by such the Indemnified Party’s failure to give noticeprovide notice in accordance with this Section 5.7(a). (b) An Subject to this Section 5.7(b) and Section 5.7(c), an Indemnifying Party may elect to defend control the defense of (and to seek to settle or compromise), at such Indemnifying Party’s its own expense and by such Indemnifying Party’s with its own counsel, any Third Party ClaimClaim if the Indemnifying Party irrevocably and unconditionally acknowledges its obligation to indemnify the Indemnified Party in respect of such Third Party Claim in accordance with and subject to the terms hereof. Within 30 days thirty (30) Business Days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a) (or sooner, if the nature of such Third Party Claim so requires5.7(a), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such the Third Party Claim, which election shall specify any reservations or exceptions. After receiving notice from of an Indemnifying Party to an Indemnified Party of its Party’s election to assume the defense of a Third Party Claim, such an Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the Indemnified Party shall be responsible for the fees and expenses of its counsel and, in any event, shall cooperate with the Indemnifying Party in such counsel shall be the expense of such Indemnified Party except as set forth defense in the next sentenceaccordance with Section 5.7(f). If the an Indemnifying Party has elected to assume the defense of a Third Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnified Party for any such fees or expenses incurred during the course of its defense of such Third Party Claim. (c) Notwithstanding Section 5.7(b), if, in the reasonable opinion of counsel to the Indemnified Party, such Indemnified Party and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnified Party shall have the right to employ separate counsel and to participate in (but has specifiednot control) the defense, compromise, or settlement thereof, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the Indemnifying Party shall bear the reasonable fees and expenses of one separate (and only one) such counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properParties. (cd) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election within thirty (30) Business Days after the receipt of notice from an Indemnified Party as provided in Section 12.4(b) such 5.7(b), then the Indemnified Party may defend such the Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless ; provided, that the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may shall not be permitted to settle or compromise any Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. No If the Indemnified Party is conducting the defense against any such Third Party Claim, then the Indemnified Party and its counsel shall keep the Indemnifying Party informed of all developments relating to such Third Party Claim and provide copies of all relevant correspondence and documents relating thereto. (e) Notwithstanding any other provision of this Agreement, without the prior written consent of any Indemnified Party, no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement or compromise of any pending or threatened Third Party Claim in respect of for which any the Indemnified Party is seeking or could have been a party and may seek indemnity could have been sought hereunder pursuant to this Section 5.7 unless such judgment or settlement is solely for monetary damages (which shall be fully paid by such Indemnified Party without the consent of Indemnifying Party), does not impose any expense or obligation on the Indemnified Party if (i) other than obligations for which the effect thereof Indemnified Party is to permit indemnified hereunder and which are fully paid by the Indemnifying Party), does not involve any injunction, declaratory judgment, other order finding or other nonmonetary relief to be entered, directly determination of wrongdoing or indirectly against such violation of Law by the Indemnified Party and (ii) such settlement does not include an provides for a full, unconditional and irrevocable release of such that Indemnified Party and its Affiliates and Representatives from all liability on claims in connection with the Third Party Claim. (f) Each of the Indemnifying Party and the Indemnified Party shall use commercially reasonable efforts to make available to the other, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the reasonable ability to make available, to the extent that are any such persons (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with the subject matter defense, settlement or compromise, or the prosecution, evaluation or pursuit of any Third Party Claim, and shall otherwise reasonably cooperate in such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be of such Third Party Claim; provided, that no such cooperation shall unreasonably interfere with the ongoing operations of such Party and its Subsidiaries; provided, further, that no Party shall be required to make available to the requesting Party any such Persons or materials if doing so would reasonably be expected to be materially commercially detrimental, violate any Law or agreement, or waive any attorney-client privilege held by such Party; provided, further, that, as applicable, the Party asserting such detriment, violation or privilege shall, to the extent permitted by applicable Law, provide notice to the receiving party that any Information is being withheld pursuant to the foregoing proviso and the Parties shall use their respective commercially reasonable efforts to find a mutually agreeable solution to any such commercial, legal and/or privilege concerns, including, if applicable, by providing any privileged Information pursuant to a joint defense agreement to be mutually agreed and executed between the applicable Parties. The Indemnifying Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Third Party (including any Governmental Authority) of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Section 12.4Indemnitee, such Indemnified Party Indemnitee shall give such Indemnifying Party and each Party to this Agreement, written notice thereof as soon as reasonably practicable, but no later than thirty (30) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Party shall receive notice or otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Liability of the Parties, such Party shall give the other Party to this Agreement written notice thereof within 20 thirty (30) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person Party to give notice as provided in this Section 12.4 5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article 5, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect shall be entitled to defend (and to seek to settle or compromise)participate in the defense of any Third Party Claim, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided that if the defendants in any such claim include both the Indemnifying Party and one or more Indemnitees and in such Indemnitees’ reasonable judgment a conflict of interest between such Indemnitees and such Indemnifying Party exists in respect of such claim, any Third Party Claimsuch Indemnitees shall have the right to employ separate counsel and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a5.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Indemnitee. (c) With respect to any Third Party except as set forth in the next sentence. If Claim, the Indemnifying Party has elected and Indemnitees agree, and shall cause their respective counsel (if applicable), to cooperate fully (in a manner that will preserve all attorney-client privilege or other privileges) to mitigate any such claim and minimize the defense costs associated therewith. (d) If an Indemnifying Party fails to assume the defense of the a Third Party Claim but has specified, and continues to assert, any reservations or exceptions in within thirty (30) days after receipt of written notice of such notice, then, in any such caseclaim, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by Indemnitee will, upon delivering notice to such effect to the Indemnifying Party, but have the Indemnifying Party shall be entitled right to reimbursement by undertake the Indemnified Party for payment defense, compromise or settlement of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) such Indemnified Party may defend such Third Party Claim at on behalf of and for the cost and expense account of the Indemnifying Party. (d) Unless Party subject to the Indemnifying Party has failed to assume the defense of the limitations as set forth in this Section 5.5; provided, however, that such Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle shall not be compromised or compromise any Third Party Claim settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. No If the Indemnitee assumes the defense of any Third Party Claim, it shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall consent to entry reimburse all such costs and expenses of any judgment or enter into any settlement of any pending or threatened Third Party Claim the Indemnitee in respect of which any Indemnified the event it is ultimately determined that the Indemnifying Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without obligated to indemnify the consent of the Indemnified Party if (i) the effect thereof is Indemnitee with respect to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim. In no event shall an Indemnifying Party be liable for any settlement effected without its consent, which consent will not be unreasonably withheld, delayed or conditioned.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by any Person who is not a member of the AXP Group or the Ameriprise Group of any Third Party Claim claim, or of the commencement by any such Person of any Action Action, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 4.02 or Section 4.03, or any other Section of this Section 12.4Agreement or any Ancillary Agreement (collectively, a "Third-Party Claim"), such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 30 days after becoming aware such Indemnified Party received notice of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail, including, if known, the amount of the Liability for which indemnification may be available. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 4.05(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article IV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect (but is not required) to defend (assume the defense of and to seek to settle or compromise)defend, at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Third-Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a4.05(a) (or sooner, if the nature of such Third Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an If, in such notice, the Indemnifying Party to an Indemnified Party of its election elects to assume the defense of a Third Third-Party Claim, such the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense solely of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If If, in such notice, an Indemnifying Party elects not to assume responsibility for defending a Third Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) 4.05(b), such Indemnified Party may defend such Third Third-Party Claim at the cost and expense of the Indemnifying Party; provided, that in the event of any such failure to notify, the Indemnifying Party may thereafter assume the defense of such Third-Party Claim upon notice to the Indemnified Party (but the cost and expense of such Indemnified Party in defending such Third-Party Claim incurred from the last day of the notice period under Section 4.05(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid by the Indemnifying Party). (d) Unless the Indemnifying Party has failed to assume the defense of the Third Third-Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Third-Party Claim without the consent of the Indemnifying Party. No . (e) The Indemnifying Party shall consent have the right to entry compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 4.05(b) or Section 4.05(c) and any judgment such settlement or enter into any settlement compromise made or caused to be made of any pending or threatened Third a Third-Party Claim in respect accordance with this Article IV shall be binding on the Indemnified Party, in the same manner as if a final judgment or decree had been entered by a court of which any competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not have the right to admit culpability on behalf of the Indemnified Party is and shall not compromise or could have been settle a party and indemnity could have been sought hereunder by such Third-Party Claim unless the compromise or settlement includes, as a part thereof, an unconditional release of the Indemnified Party from Liability with respect to such Third-Party Claim and does not require the Indemnified Party to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy, in each case without the express prior consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief not to be entered, directly unreasonably withheld or indirectly against such Indemnified Party and delayed). (iif) such settlement does The provisions of Section 4.02 through Section 4.07 shall not include an unconditional release of such Indemnified Party from all liability on claims apply to matters that are governed by the subject matter of such Third Party ClaimTax Allocation Agreement.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the MII Group or the B&W Group of any Third Party Claim claims or of the commencement by any such Person of any Action (each such claim or Action being a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall promptly give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claimthereof. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 3.7(a) shall not relieve the applicable Indemnifying Party of its obligations under this Section 12.4Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An If the Indemnifying Party does not dispute its potential liability to the Indemnitee, the Indemnifying Party may elect to defend (and to seek to settle or compromisecompromise in accordance with the applicable provisions of this Section 3.7), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a3.7(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which . The failure to give such notice of election within the 30-day period shall specify any reservations or exceptionsbe deemed a rejection of the opportunity to assume responsibility. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party non-defending Person, except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but that the Indemnifying Party shall be entitled to reimbursement by liable for the Indemnified Party for payment of any such fees and expenses to of counsel employed by the extent that it establishes that such reservations and exceptions were proper. Indemnitee (ci) If an for any period during which the Indemnifying Party elects has not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party assumed the defense of its election as provided in Section 12.4(b) such Indemnified Party may defend such Third Party Claim at (other than during any period in which the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has Indemnitee shall have failed to assume the defense give notice of the Third Party Claim in accordance with Section 3.7(a)) or (ii) to the terms extent that such engagement of counsel is as a result of a conflict of interest, as reasonably determined in the Good Faith Judgment of the Indemnitee. (c) Notwithstanding anything to the contrary in this AgreementSection 3.7: (i) MII will have the right to defend or assume the defense of, no Indemnified Party and/or settle or compromise (or seek to settle or compromise or to reject any proposed settlement or compromise), the Action described on Schedule 1.1(g), any Future B&W Disclosure Claim asserted in whole or in part against any member of the MII Group or any of their respective current or former officers, directors, employees or Affiliates and any claim asserted by a third party which may give rise to any Liability described in clause (viii) of the definition of B&W Liabilities herein (other than subclause (A) in the proviso thereof); and (ii) MII may settle or compromise such Action or claim without the consent of B&W, if such settlement or compromise provides for a release of the applicable member of the B&W Group to at least the same extent as MII and does not involve any monetary damages (including monetary fines or penalties) to be imposed on B&W or any other member of the B&W Group or injunctive relief to be imposed on B&W or any other member of the B&W Group. (d) A Party’s defense of any Third Party Claim pursuant to Section 3.7(b) or (c) includes the right (after consultation with the other Party following at least ten Business Days’ written notice thereof) to compromise, settle or consent to the entry of any judgment or determination of liability concerning such Third Party Claim; provided, however, that, except as provided in Section 3.7(c), the Party defending the Third Party Claim shall not compromise, settle or consent to the entry of judgment or determination of liability concerning any Third Party Claim without prior written approval by the other Party (which may not be unreasonably withheld, conditioned or delayed) if the terms or conditions of such compromise, settlement or consent would, (i) impose injunctive relief on the other Party or any of its Affiliates or (ii) in the reasonable judgment of the other Party (as reflected in a written objection delivered by the other Party to the defending Party within the period of ten Business Days following receipt of the written notice described above in this Section 3.7(d)), have a material adverse financial impact or a material adverse effect upon the ongoing operations of such other Party (taken together with its Subsidiaries). Notwithstanding any other provision of this Section 3.7, unless otherwise specifically agreed to by the Parties in writing (which agreement may not be unreasonably withheld, conditioned or delayed), neither Party shall enter into any compromise or settlement or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the third party of a release of both the Indemnitee and the Indemnifying Party from all further liability concerning such Third Party Claim. (e) If the Party having the right to elect to defend a particular Third Party Claim pursuant to Section 3.7(b) elects, or is deemed to have elected, not to defend a particular Third Party Claim, the other Party may defend such Third Party Claim without any prejudice to its rights to indemnification from the Indemnifying Party pursuant to this Article III. In such case, such other Party shall have the right to compromise, settle or consent to the entry of any judgment with respect to such Third Party Claim as provided in Section 3.7(d) without the consent of the Indemnifying Party. No . (f) The Indemnifying Party shall consent bear all costs and expenses of defending any Third Party Claim; provided, however, that (A) if both Parties may be Indemnifying Parties with respect to entry of any judgment or enter into any settlement of any pending or threatened such Third Party Claim in respect of which any Indemnified but only one Party is or could have been a party defending such Third Party Claim, the non-defending Party shall reimburse the defending Party promptly upon demand by the defending Party for the non-defending Party’s proportionate share, allocated based on each Party’s proportionate responsibility for the Indemnifiable Loss pursuant to this Agreement, of all out-of-pocket costs and indemnity could have been sought hereunder by expenses reasonably incurred in connection with the defending Party’s defense of such Indemnified Third Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunctionClaim, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (iiB) if both Parties may be Indemnifying Parties with respect to such settlement does not include an unconditional release Third Party Claim and both Parties are defending such Third Party Claim, the Parties shall effect such reimbursements necessary so that each Party bears its proportionate share, allocated based on each Party’s proportionate responsibility for the Indemnifiable Loss pursuant to this Agreement, of such Indemnified Party from all liability on claims that are out-of-pocket costs and expenses reasonably incurred in connection with the subject matter defense of such Third Party Claim. (g) The non-defending or co-defending Party shall make available to the other Party and its counsel all employees, books and records, communications, documents, items or matters within its knowledge, possession or control that are necessary, appropriate or reasonably deemed relevant by the other Party with respect to such defense; provided, however, that subject to Section 6.5 hereof, nothing in this Section 3.7(g) shall be deemed to require a Party to make available books and records, communications, documents or items which (i) in such Party’s Good Faith Judgment could result in a waiver of any Privilege with respect to a third party even if B&W and MII cooperated to protect such Privilege as contemplated by this Agreement, or (ii) such Party is not permitted to make available because of any Law or any confidentiality obligation to a third party, in which case such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (h) With respect to any Third Party Claim in which both Parties are, or reasonably may be expected to be, named as parties, or that otherwise implicates both Parties to a material degree, the Parties shall reasonably cooperate with respect to such Third Party Claim and maintain a joint defense in a manner that will preserve applicable Privileges. (i) Upon final judgment, determination, settlement or compromise of any Third Party Claim, and unless otherwise agreed by the Parties in writing, the Indemnifying Party shall pay promptly on behalf of the Indemnitee, or to the Indemnitee in reimbursement of any amount theretofore required to be paid by it, all amounts required to be paid by the Indemnifying Party pursuant to this Article III with respect to such claim as determined by such final judgment, determination, settlement or compromise.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the CCI Group or the uBid Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Section 12.4Agreement, any Ancillary Agreement or the Registration Rights Agreements, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a5.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as set forth in the next sentence. If In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 5.5(d), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. . (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified Party any Indemnitee. (f) The provisions of Section 5.5 and Section 5.6 shall not apply to Taxes (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that which are covered by the subject matter of such Third Party ClaimTax Indemnification and Allocation Agreement).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive receives written notice that a Person (including any Governmental Authority) that is not a member of GGP Group or otherwise learn of the assertion of Spinco Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim or of the commencement by any such Person of any Action with respect to which Claim”) that may implicate an Indemnifying Party may be obligated Party’s obligation to provide indemnification to such Indemnified Party indemnify pursuant to Sections 5.2, 5.3 or 5.4, or any other Section of this Section 12.4Agreement or any other Transaction Document, such the Indemnified Party shall give such provide the Indemnifying Party written notice thereof within 20 as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of such the Third Party Claim. Any such Such notice shall describe the Third Party Claim in reasonable detaildetail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of any an Indemnified Party or other Person to give provide notice as provided in accordance with this Section 12.4 5.6(a) shall not relieve the an Indemnifying Party of its indemnification obligations under this Section 12.4Agreement, except to the extent that such to which the Indemnifying Party is actually prejudiced by such the Indemnified Party’s failure to give noticeprovide notice in accordance with this Section 5.6(a). (b) An Subject to this Section 5.6(b) and Section 5.6(c), an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s its own expense and by such Indemnifying Party’s with its own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a5.6(a) (or sooner, if the nature of such the Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such the Third Party Claim, which election Claim and shall specify any reservations or exceptionsexceptions to its defense. After receiving notice from of an Indemnifying Party to an Indemnified Party of its Party’s election to assume the defense of a Third Party Claim, whether with or without any reservations or exceptions with respect to such defense, an Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the Indemnified Party shall be responsible for the fees and expenses of its counsel and, in any event, shall cooperate with the Indemnifying Party in such counsel shall be defense and make available to the expense of Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnified Party except Party’s possession or under such Indemnified Party’s control relating thereto as set forth in are reasonably required by the next sentenceIndemnifying Party. If the an Indemnifying Party has elected to assume the defense of the a Third Party Claim but has specifiedClaim, and continues to assert, whether with or without any reservations or exceptions with respect to such defense, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such notice, then, in Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnified Party for any such casefees or expenses incurred during the course of its defense of such Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. (c) Notwithstanding Section 5.6(b), if any Indemnified Party shall in good faith determine that there is an actual conflict of interest if counsel for the Indemnifying Party represented both the Indemnified Party and Indemnifying Party, then the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one (1) separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properParties. (cd) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election within thirty (30) days after the receipt of notice from an Indemnified Party as provided in Section 12.4(b) such 5.6(b), the Indemnified Party may defend such the Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnified Party is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party. (de) Unless Without the prior written consent of any Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this AgreementParty, which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnified Party may settle or compromise compromise, or seek to settle or compromise, any Third Party Claim; provided, however, in the event that the Indemnifying Party elects not to assume responsibility for defending a Third Party Claim without or fails to notify the Indemnified Party of its election within thirty (30) days after the receipt of notice from the Indemnified Party as provided in Section 5.6(b), the Indemnified Party shall have the right to settle or compromise such Third Party Claim in its sole discretion. Without the prior written consent of the Indemnifying any Indemnified Party. No , which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any if such Indemnified Party is or could have been a party to the pending or threatened Third Party Claim and indemnity could have been sought hereunder by indemnity pursuant to this Section 5.6, unless such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof judgment or settlement is to permit any injunctionsolely for monetary damages, declaratory judgmentand provides for a full, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party unconditional and (ii) such settlement does not include an unconditional irrevocable release of such that Indemnified Party from all liability on claims that are in connection with the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the GE Group or the Genworth Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2, Section 5.3 or Section 5.4, or any other Section of this Section 12.4Agreement or any Transaction Document, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 5.7(a) shall not relieve the Indemnifying Party of its obligations under this Section 12.4Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a5.7(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) 5.7(b), such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim. (e) The provisions of this Section 5.7 shall not apply to Taxes (which are covered by the Tax Matters Agreement).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Section 12.4Agreement, any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 twenty days after becoming aware of such Third Party Claim. Any such notice shall describe the facts constituting the basis for the Third Party Claim and the amount of the claimed Damages in reasonable detail. Notwithstanding the foregoing, the no delay or failure of any Indemnified Party or other Person Indemnitee to give the notice as provided in this Section 12.4 5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article V, except to the extent that of any damage or liability arising out of such Indemnifying Party is actually prejudiced by such failure to give noticedelay or failure. (b) An Indemnifying Party may elect to defend defend, with counsel reasonably satisfactory to the Indemnitee (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counselexpense, any Third Party Claim. Within 30 thirty days after the receipt of the notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a5.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will shall assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnitee that any Damages, fines, costs or other liabilities that may be assessed against the Indemnitee in connection with such Third Party Claim constitute Damages for which the Indemnitee shall be indemnified pursuant to this Article V and (B) the ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article V and (ii) the Indemnifying Party may not assume control of the defense of Third Party Claim involving criminal liability or in which equitable relief is sought against the Indemnitee; provided however, with respect to a Third Party Claim involving both equitable relief and monetary damages and in which the liability and damages phases of the proceeding are separated, the Indemnifying Party may assume the defense of the portion of the proceeding solely as it relates to monetary damages. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as set forth in the next sentence. If In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 5.5(a), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the written consent of the Indemnifying Party. , which consent shall not be unreasonably withheld, conditioned or delayed. (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect without the written consent of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the Indemnitee; provided that the consent of the Indemnitee shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnitee from further liability and has no other adverse effect on the Indemnitee. (f) In order to seek indemnification under this Article V, an Indemnitee shall deliver a Claim Notice to the Indemnifying Party. (g) During the thirty-day period following the delivery of a Claim Notice, the Indemnifying Party and the Indemnitee shall use good faith efforts to resolve the Claim described therein. If within the thirty-day period following delivery of the Claim Notice, the parties agree in writing that the Indemnitee is entitled to the Claimed Amount or the Agreed Amount, the Indemnifying Party shall within five days of such agreement deliver to the Indemnitee, a payment of the Claimed Amount or the Agreed Amount, whichever is applicable by check or by wire transfer. If the Claim is not entirely resolved within such thirty-day period, the Indemnifying Party and the Indemnitee shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Indemnifying Party and the Indemnified Party if (iagree in writing to submit the Dispute to such arbitration, then the provisions of Article VIII. The provisions of this Section 5.5(g) shall not obligate the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Indemnifying Party and (ii) the Indemnitee to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the absence of an agreement by the Indemnifying Party and the Indemnitee to arbitrate a Dispute, such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party ClaimDispute shall be resolved in a state or federal court sitting in New York, New York.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Genworth Group or the Company Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 6.2, Section 6.3 or Section 6.4, or any other Section of this Section 12.4Agreement or any Transaction Document, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 twenty (20) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 Section (a) shall not relieve the Indemnifying Party of its obligations under this Section 12.4Article VI, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Third-Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a6.7(a) (or sooner, if the nature of such Third Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Third-Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Third-Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) 6.7(b), such Indemnified Party may defend such Third Third-Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Third-Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Third-Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Third-Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Third- Party Claim. (e) The provisions of this Section 6.7 shall not apply to Taxes (which are covered by the Tax Allocation Agreement).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive receives written notice or otherwise learn that a Person (including any Governmental Authority) that is not a member of the assertion Lumentum Group or a member of the JDSU Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim or of the commencement by any such Person of any Action with respect to which Claim”) that may implicate an Indemnifying Party may be obligated Party’s obligation to provide indemnification to such Indemnified Party indemnify pursuant to Section 4.2 or Section 4.3, or any other Section of this Section 12.4Agreement or any other Transaction Document, such the Indemnified Party shall give such provide the Indemnifying Party written notice thereof within 20 as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of such the Third Party Claim. Any such Such notice shall describe the Third Party Claim in reasonable detaildetail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of any an Indemnified Party to provide notice in accordance with this section (or other Person to give notice as provided in this Section 12.4 paragraph) shall not relieve the an Indemnifying Party of its indemnification obligations under this Section 12.4Agreement, except to the extent that such to which the Indemnifying Party is actually prejudiced by such the Indemnified Party’s failure to give noticeprovide notice in accordance with this section (or paragraph). (b) An Subject to this section and Section 4.6(c), an Indemnifying Party may elect to defend assume responsibility for defending (and to seek seeking to settle or compromise), at such Indemnifying Party’s its own expense and by such Indemnifying Party’s with its own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a4.6(a) (or sooner, if the nature of such the Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such the Third Party Claim, which election shall specify any reservations or exceptionsClaim in accordance with the immediately preceding sentence. After receiving notice from an of the Indemnifying Party to an Indemnified Party of its Party’s election to assume the defense of a Third Party Claim, such the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the Indemnified Party shall be responsible for the fees and expenses of its counsel and, in any event, shall cooperate with the Indemnifying Party in such counsel shall be defense and make available to the expense of Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnified Party except Party’s possession or under such Indemnified Party’s control relating thereto as set forth in are reasonably required by the next sentenceIndemnifying Party. If the an Indemnifying Party has elected to assume the defense of a Third Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnified Party for any such fees or expenses incurred during the course of its defense of such Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. (c) Notwithstanding Section 4.6(b), if any Indemnified Party shall in good faith determine that there is an actual conflict of interest if counsel for the Indemnifying Party represented both the Indemnified Party and Indemnifying Party, then the Indemnified Party shall have the right to employ separate counsel and to participate in (but has specifiednot control) the defense, compromise or settlement thereof, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the Indemnifying Party shall bear the reasonable fees and expenses of one (1) separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properParties. (cd) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, Claim or fails to notify an Indemnified Party of its election within thirty (30) days after the receipt of notice from an Indemnified Party as provided in Section 12.4(b) such 4.6(b), the Indemnified Party may defend such the Third Party Claim at the cost and expense of the Indemnifying Party, subject to the procedures set forth in and Section 4.7(e) with respect to Third Party Claims under Environmental Law. If the Indemnified Party is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party. (de) Unless Without the prior written consent of any Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this AgreementParty, which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnified Party may settle or compromise compromise, or seek to settle or compromise, any Third Party Claim; provided, however, that in the event the Indemnifying Party elects not to assume responsibility for defending a Third Party Claim without or fails to notify the consent Indemnified Party of its election within thirty (30) days after the receipt of notice from the Indemnified Party as provided in Section 4.6(b), the Indemnified Party shall have the right to settle or compromise such Third Party Claim in its sole discretion (so long as such settlement does not result in any non-monetary damages being imposed on the Indemnifying Party). No Without the prior written consent of any Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any if such Indemnified Party is or could have been a party to the pending or threatened Third Party Claim, unless such judgment or settlement is solely for monetary damages and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunctionprovides for a full, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party unconditional and (ii) such settlement does not include an unconditional irrevocable release of such Indemnified Party from all liability on claims that are in connection with the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 15.2 or 15.3, or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 15.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.415, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a15.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election Indemnitee whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 15.5(d), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense (including allocated costs of in-house counsel and other personnel) of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. . (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claimany Indemnitee.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion of any a Third Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.02, Section 5.03 or Section 5.04 or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 10 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 5.06(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense (subject to the requirement to share expenses related to the defense of Transaction Third Party Claims pursuant to Section 5.04) and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 20 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a5.06(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election as to whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but (subject to Section 5.04) the fees and expenses of such counsel shall be the expense of such Indemnified Indemnitee, except that the Indemnifying Party except as set forth in shall be liable for the next sentence. If fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has elected to assume not assumed the defense of such Third Party Claim (other than during any period in which the Indemnitee shall have failed to give notice of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properaccordance with Section 5.06(a)). (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 5.06(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying PartyParty (subject to the requirement to share expenses related to the defense of Transaction Third Party Claims pursuant to Section 5.04). (d) Unless the If an Indemnifying Party has failed elects to assume the defense of the a Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle the Indemnitee shall agree to any settlement, compromise or compromise any discharge of such Third Party Claim without that the consent Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the Indemnifying Party. liability in connection with such Third Party Claim and that releases the Indemnified Party completely in connection with such Third Party Claim. (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party applicable Indemnitee or Indemnitees if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified any Indemnitee. (f) Whether or not the Indemnifying Party and (ii) such settlement does not include an unconditional release assumes the defense of such Indemnified a Third Party from all Claim, no Indemnitee shall admit any liability on claims that are the subject matter of with respect to, or settle, compromise or discharge, such Third Party ClaimClaim without the Indemnifying Party’s prior written consent. (g) The provisions of Section 5.06 (other than this Section 5.06(g)) and Section 5.07 shall not apply to Taxes (which are covered by the Tax Matters Agreement).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Intelligroup Group or the SeraNova Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIM") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 4.1 or 4.2, or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.44, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a4.4(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election Indemnitee whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper.and (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 4.4(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No . (e) In the case of a Third Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified Party any Indemnitee. (f) The provisions of Section 4.4 and Section 4.5 shall not apply to Taxes (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that which are covered by the subject matter of such Third Party ClaimTax Sharing Agreement).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion of any Third a Third-Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to this Section 12.4Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 6.06(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Third-Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a6.06(a) (or sooner, if the nature of such Third Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election as to whether the Indemnifying Party will assume responsibility for defending such Third Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Third-Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee, except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but that the Indemnifying Party shall be entitled to reimbursement by liable for the Indemnified Party for payment of any such fees and expenses of counsel employed by the Indemnitee (i) for any period during which the Indemnifying Party has not assumed the defense of such Third-Party Claim (other than during any period in which the Indemnitee shall have failed to give notice of the Third-Party Claim in accordance with Section 6.06(a)) or (ii) to the extent that it establishes that such reservations and exceptions were properengagement of counsel is as a result of a conflict of interest, as reasonably determined by the Indemnitee acting in good faith. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Third-Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 6.06(b), such Indemnified Party Indemnitee may defend such Third Third-Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the If an Indemnifying Party has failed elects to assume the defense of the Third a Third-Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent Indemnitee(s) shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party. Party with respect to the defense of such Third-Party Claim. (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Third-Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified applicable Indemnitee or Indemnitees; provided, however, that such Indemnitee(s) shall be required to consent to such entry of judgment or to such settlement that the Indemnifying Party may recommend if the judgment or settlement (i) contains no finding or admission of any violation of Law or any violation of the rights of any Person, (ii) involves only monetary relief which the Indemnifying Party has agreed to pay and (iii) includes a full and unconditional release of the Indemnitee. Notwithstanding the foregoing, in no event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified any Indemnitee. (f) Whether or not the Indemnifying Party and (ii) such settlement does not include an unconditional release assumes the defense of such Indemnified Party from all liability on claims that are the subject matter of such Third a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld or delayed).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in the BMS Group or the MJN Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.02 or 5.03, or any other Section of this Section 12.4Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise, so long as such settlement or compromise contains an unconditional release of each Indemnitee, whether or not a party to such Third Party Claim), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a5.05(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth Indemnitee; provided, however, in the next sentence. If event that (i) the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such noticenotice or (ii) the Third Party Claim involves injunctive or equitable relief, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 5.05(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. . (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of unless the settlement involves only monetary relief which any Indemnified the Indemnifying Party is or could have been has agreed to pay and includes a party full and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party ClaimIndemnitee.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in the LLC Group or the Corporation Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.02 or 5.03, or any other Section of this Section 12.4Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise, so long as such settlement or compromise contains an unconditional release of each Indemnitee, whether or not a party to such Third Party Claim), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a5.05(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth Indemnitee; provided, however, in the next sentence. If event that (i) the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such noticenotice or (ii) the Third Party Claim involves injunctive or equitable relieve, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 5.05(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. . (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of unless the settlement involves only monetary relief which any Indemnified the Indemnifying Party is or could have been has agreed to pay and includes a party full and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party ClaimIndemnitee.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive Indemnitee receives notice or otherwise learn learns of the assertion by a Person (including any Governmental Authority) that is not a member of the Sprint Group or the Embarq Group of any Third Party Claim claim or of the commencement by any such Person of any Action with respect to which based on an Indemnifying Embarq Obligation (if the Indemnitee is a Sprint Indemnitee) or based on a Sprint Obligation (if the Indemnitee is an Embarq Indemnitee) (each, a “Third Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Section 12.4Claim”), such Indemnified Party shall the Indemnitee will give such the Indemnifying Party written notice thereof within 20 days after becoming aware receiving notice of such the Third Party Claim. Any such notice shall will describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person Indemnitee to give notice as provided in this Section 12.4 shall 6.05(a) will not relieve the related Indemnifying Party of its obligations under this Section 12.4Article 6, except to the extent that such the Indemnifying Party is actually prejudiced by such the failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such the Indemnifying Party’s own expense and by such the Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a6.05(a) (or sooner, if the nature of such the Third Party Claim so requires), the Indemnifying Party shall will notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such the Third Party Claim, which election shall will specify any reservations or exceptions. After If after notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim the Indemnifying Party is advised by counsel that because of the facts underlying, or the defenses related to, the Third Party Claim there is or is reasonably likely to develop a conflict of interest for counsel in representing both the Indemnifying Party and the Indemnitee in the Third Party Claim, such Indemnified Party then the Indemnitee may select and retain separate counsel, the reasonable fees and expenses of which will be paid by the Indemnifying Party. If no conflict of interest exists or is likely to develop, the Indemnitee shall nevertheless have the right to employ select and retain separate counsel but the fees and expenses of that counsel will be the expense of the Indemnitee. In either case, the Indemnitee and its counsel will be allowed to participate in (but not control) the defense, compromise, or settlement thereof, but of the fees Third Party Claim. The Indemnifying Party will not have the right to admit Liability on behalf of the Indemnitee and expenses will not compromise or settle a Third Party Claim without the express prior consent of such counsel shall be the expense Indemnitee unless the compromise or settlement solely involves the payment of such Indemnified Party except as set forth in money by the next sentenceIndemnifying Party. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such the notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall Indemnitees will be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) such Indemnified Party 6.05(b), the Indemnitee may defend such the Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreementagreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. . (e) No Indemnifying Party shall will consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary non-monetary relief to be entered, directly or indirectly indirectly, against any Indemnitee. (f) Notwithstanding the foregoing provisions of this Section 6.05, the defense of any Shared Contingent Liabilities will be conducted and controlled, and the fees, expenses and Liabilities will be allocated, in accordance with Section 6.10 or as otherwise agreed by the Parties in a joint defense agreement or other similar agreement between the Parties with respect to such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party ClaimShared Contingent Liabilities.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by any Person who is not a member of the FNF Group or the JAX Group of any Third Party Claim claim, or of the commencement by any such Person of any Action Action, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 4.2 or Section 4.3, or any other Section of this Section 12.4Agreement or any Ancillary Agreement (other than the Tax Matters Agreement) (collectively, a “Third Party Claim”), such Indemnified Party shall give such Indemnifying Party prompt written notice thereof and, in any event, within 20 ten (10) days after becoming aware such Indemnified Party received notice of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail, including, if known, the amount of the Liability for which indemnification may be available. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 4.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article IV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect (but is not required) to defend (assume the defense of and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a4.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending control of the defense of such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an If, in such notice, the Indemnifying Party to an Indemnified Party of its election elects to assume the defense of a Third Party Claim, such the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense solely of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If If, in such notice, an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) 4.5(b), such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying PartyParty (subject to the terms and conditions of this Agreement). (d) Unless the The Indemnifying Party has failed shall not have the right to assume compromise or settle a Third Party Claim the defense of which it shall have assumed pursuant to Section 4.5(b) except with the consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). Any such settlement or compromise made or caused to be made of a Third Party Claim in accordance with this Article IV shall be binding on the Indemnified Party in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. For the avoidance of doubt, the Indemnified Party’s failure to consent to any such settlement or compromise shall be deemed unreasonable if such settlement or compromise (1) provides for an unconditional release of the Indemnified Party from Liability with respect to such Third Party Claim and (2) does not require the Indemnified Party to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy. If the Indemnified Party unreasonably withholds a consent required by this Section 4.5(d) to the terms of this Agreement, no a compromise or settlement of a Third Party Claim proposed to the Indemnified Party may settle by the Indemnifying Party, the Indemnifying Party’s obligation to indemnify the Indemnified Party for such Third Party Claim (if applicable) shall not exceed the total amount that had been proposed in such compromise or compromise settlement offer plus the amount of all expenses incurred by the Indemnified Party with respect to such Third Party Claim through the date on which such consent was requested. (e) In the event of payment by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim without the consent of the Indemnifying Party. No Claim, such Indemnifying Party shall consent be subrogated to entry and shall stand in the place of such Indemnified Party as to any judgment events or enter into any settlement of any pending or threatened Third Party Claim circumstances in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is may have any right, defense or claim relating to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party ClaimClaim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party 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, defense or claim. (f) The provisions of Section 4.2 through Section 4.6 shall not apply to matters that are governed by the Tax Matters Agreement.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive receives written notice that a Person (including any Governmental Authority) that is not a member of Cardinal Health Group or otherwise learn of the assertion of CareFusion Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim or of the commencement by any such Person of any Action with respect to which Claim”) that may implicate an Indemnifying Party may be obligated Party’s obligation to provide indemnification to such Indemnified Party indemnify pursuant to Sections 5.2, 5.3 or 5.4, or any other Section of this Section 12.4Agreement or any other Transaction Document, such the Indemnified Party shall give such provide the Indemnifying Party written notice thereof within 20 as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of such the Third Party Claim. Any such Such notice shall describe the Third Party Claim in reasonable detaildetail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of any an Indemnified Party or other Person to give provide notice as provided in accordance with this Section 12.4 5.7(a) shall not relieve the an Indemnifying Party of its indemnification obligations under this Section 12.4Agreement, except to the extent that such to which the Indemnifying Party is actually prejudiced by such the Indemnified Party’s failure to give noticeprovide notice in accordance with this Section 5.7(a). (b) An Subject to this Section 5.7(b) and Section 5.7(c), an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s its own expense and by such Indemnifying Party’s with its own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a5.7(a) (or sooner, if the nature of such the Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such the Third Party Claim, which election Claim and shall specify any reservations or exceptionsexceptions to its defense. After receiving notice from of an Indemnifying Party to an Indemnified Party of its Party’s election to assume the defense of a Third Party Claim, whether with or without any reservations or exceptions with respect to such defense, an Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the Indemnified Party shall be responsible for the fees and expenses of its counsel and, in any event, shall cooperate with the Indemnifying Party in such counsel shall be defense and make available to the expense of Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnified Party except Party’s possession or under such Indemnified Party’s control relating thereto as set forth in are reasonably required by the next sentenceIndemnifying Party. If the an Indemnifying Party has elected to assume the defense of the a Third Party Claim but has specifiedClaim, and continues to assert, whether with or without any reservations or exceptions with respect to such defense, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such notice, then, in Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnified Party for any such casefees or expenses incurred during the course of its defense of such Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. (c) Notwithstanding Section 5.7(b), if any Indemnified Party shall in good faith determine that there is an actual conflict of interest if counsel for the Indemnifying Party represented both the Indemnified Party and Indemnifying Party, then the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one (1) separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properParties. (cd) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election within thirty (30) days after the receipt of notice from an Indemnified Party as provided in Section 12.4(b) such 5.7(b), the Indemnified Party may defend such the Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnified Party is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party. (de) Unless Without the prior written consent of any Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this AgreementParty, which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnified Party may settle or compromise compromise, or seek to settle or compromise, any Third Party Claim; provided, however, in the event that the Indemnifying Party elects not to assume responsibility for defending a Third Party Claim without or fails to notify the Indemnified Party of its election within thirty (30) days after the receipt of notice from the Indemnified Party as provided in Section 5.7(b), the Indemnified Party shall have the right to settle or compromise such Third Party Claim in its sole discretion. Without the prior written consent of the Indemnifying any Indemnified Party. No , which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any if such Indemnified Party is or could have been a party to the pending or threatened Third Party Claim and indemnity could have been sought hereunder by indemnity pursuant to this Section 5.7, unless such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof judgment or settlement is to permit any injunctionsolely for monetary damages, declaratory judgmentand provides for a full, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party unconditional and (ii) such settlement does not include an unconditional irrevocable release of such that Indemnified Party from all liability on claims that are in connection with the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive Indemnitee receives notice or otherwise learn learns of the assertion by a Person (including any Governmental Authority) that is not a member of the NTELOS Group or the Wireline Group of any Third Party Claim claim or of the commencement by any such Person of any Action with respect to which based on an Indemnifying Wireline Obligation (if the Indemnitee is a NTELOS Indemnitee) or based on a NTELOS Obligation (if the Indemnitee is an Wireline Indemnitee) (each, a “Third Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Section 12.4Claim”), such Indemnified Party shall the Indemnitee will give such the Indemnifying Party written notice thereof within 20 days after becoming aware receiving notice of such the Third Party Claim. Any such notice shall will describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person Indemnitee to give notice as provided in this Section 12.4 shall 6.05(a) will not relieve the related Indemnifying Party of its obligations under this Section 12.4Article 6, except to the extent that such the Indemnifying Party is actually prejudiced by such the failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such the Indemnifying Party’s own expense and by such the Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a6.05(a) (or sooner, if the nature of such the Third Party Claim so requires), the Indemnifying Party shall will notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such the Third Party Claim, which election shall will specify any reservations or exceptions. After If after notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim the Indemnifying Party is advised by counsel that because of the facts underlying, or the defenses related to, the Third Party Claim there is or is reasonably likely to develop a conflict of interest for counsel in representing both the Indemnifying Party and the Indemnitee in the Third Party Claim, such Indemnified Party then the Indemnitee may select and retain separate counsel, the reasonable fees and expenses of which will be paid by the Indemnifying Party. If no conflict of interest exists or is likely to develop, the Indemnitee shall nevertheless have the right to employ select and retain separate counsel but the fees and expenses of that counsel will be the expense of the Indemnitee. In either case, the Indemnitee and its counsel will be allowed to participate in (but not control) the defense, compromise, or settlement thereof, but of the fees Third Party Claim. The Indemnifying Party will not have the right to admit Liability on behalf of the Indemnitee and expenses will not compromise or settle a Third Party Claim without the express prior consent of such counsel shall be the expense Indemnitee unless the compromise or settlement solely involves the payment of such Indemnified Party except as set forth in money by the next sentenceIndemnifying Party. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such the notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall Indemnitees will be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) such Indemnified Party 6.05(b), the Indemnitee may defend such the Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. . (e) No Indemnifying Party shall will consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary non-monetary relief to be entered, directly or indirectly indirectly, against any Indemnitee. (f) Notwithstanding the foregoing provisions of this Section 6.05, the defense of any Shared Contingent Liabilities will be conducted and controlled, and the fees, expenses and Liabilities will be allocated, in accordance with Section 6.10 or as otherwise agreed by the Parties in a joint defense agreement or other similar agreement between the Parties with respect to such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party ClaimShared Contingent Liabilities.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Pride Group or the Seahawk Group of any Third Party Claim claims or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall promptly give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claimthereof. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 3.7(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a3.7(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. The failure to give such notice of election within the 30-day period shall be deemed a rejection of the opportunity to assume responsibility. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party ClaimClaim (or in the case where Pride, as the Indemnitee or on behalf of a member of the Pride Group as the Indemnitee, elects to defend a Third Party Claim pursuant to paragraph (c)(i) or (c)(ii), after notice from Pride to the Indemnifying Party), such Indemnified Party non-defending party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except as set forth non-defending party. (c) Notwithstanding anything to the contrary in Section 3.7(b), but subject to the next sentence. If last sentence of this paragraph (c), Pride, in its sole discretion, upon written notice delivered at any point during the Indemnifying Party has elected to assume the defense pendency of the a Third Party Claim but (which notice shall include Pride’s basis for electing to defend such Third Party Claim and whether or not Pride has specified, and continues to assert, any reservations or exceptions with respect to such Third Party Claim), may elect to defend or assume the defense of, and/or to settle or compromise (or to seek to settle or compromise or to reject any proposed settlement or compromise), any Third Party Claim or series of related Third Party Claims: (i) that relate in any way to the Seahawk Business or the Seahawk Liabilities if (x) Pride or one of its Subsidiaries’ ability to conduct its business could be impaired in any materially adverse manner as a result of any injunctive relief sought or (y) an adverse resolution of such Third Party Claim (or series of related Third Party Claims) presents in Pride’s Good Faith Judgment a reasonable risk of having a material adverse effect on the business, operations, financial condition, results of operations or prospects of Pride and its Subsidiaries, taken as a whole, in which case (A) Pride or one of its Subsidiaries shall pay all costs and expenses incurred in connection with the defense of such Third Party Claim if Pride or one of its Subsidiaries is the Indemnifying Party with respect to such Third Party Claim or (B) such costs and expenses shall be included in Pride’s or one of its Subsidiaries’ Losses if Seahawk or one of its Subsidiaries is the Indemnifying Party with respect to such Third Party Claim; or (ii) with respect to which both parties hereto, or Seahawk and one or more of its Subsidiaries, or Pride and one or more of its Subsidiaries may be Indemnifying Parties, and to which paragraph (i) above does not apply and as to which, in Pride’s Good Faith Judgment the portion of the aggregate Liability that is the responsibility of Pride and any of its Subsidiaries (after taking into account indemnification obligations hereunder) equals or exceeds the portion of such Liability that is the responsibility of Seahawk and any of its Subsidiaries. Subject to the last sentence of this paragraph (c), Pride shall have the right to settle or compromise (or the right to approve or reject any proposed settlement or compromise) any Third Party Claim with respect to which notice is given pursuant to the preceding sentence even if it does not elect to defend or assume the defense of such Third Party Claim. Following delivery of any such notice, thenregardless of whether Pride elects to defend or assume the defense of the Third Party Claim, (x) Seahawk shall provide Pride with copies of all pleadings, briefs, correspondence and other documents related to the Third Party Claim, and shall provide Pride an opportunity to review, discuss, comment on and approve any such documents prepared by Seahawk or its counsel prior to their submission, (y) Pride shall have the right to participate in any discussions regarding strategy or planning with respect to such caseThird Party Claim, the reasonable fees and expenses of one separate counsel for all Indemnified parties (z) Pride shall be borne entitled to approve the retention of any expert witnesses or consultants with respect to such Third Party Claim; provided, however, that subject to Section 6.5 hereof, nothing in this Section 3.7(c) shall be deemed to require Seahawk to make available to Pride or its advisors any Privileged Information of Seahawk unrelated to the dispute with the third party forming the basis of the applicable Third Party Claim or not otherwise reasonably necessary or advisable for the defense of such Third Party Claim. Notwithstanding anything herein to the contrary, all rights and obligations provided by or imposed under this Section 3.7(c) shall terminate, and this Section 3.7(c) shall be of no further force or effect, if (A) a Pride Change of Control has occurred and (B) the General Counsel of Pride is not the General Counsel of Pride in office as of the Distribution Date or a successor General Counsel appointed by the Indemnifying PartyChief Executive Officer of Pride in office as of the Distribution Date. (d) A party’s right to defend any Third Party Claim pursuant to Section 3.7(b) or (c) includes the right (after consultation with the other party following at least five Business Days’ written notice thereof) to compromise, but settle or consent to the entry of any judgment or determination of liability concerning such Third Party Claim; provided, however, that the Indemnifying Party shall be entitled not compromise, settle or consent to reimbursement the entry of judgment or determination of liability concerning any Third Party Claim without prior written approval by the Indemnified Party for payment Indemnitee (which may not be unreasonably withheld) if the terms or conditions of such compromise, settlement or consent would, in the reasonable judgment of the Indemnitee, have a material adverse financial impact or a material adverse effect upon the ongoing operations of the Indemnitee. Notwithstanding any other provision of this Section 3.7, unless otherwise specifically agreed to by the parties in writing (which agreement may not be unreasonably withheld), no party shall enter into any compromise or settlement or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the third party of a release of both the Indemnitee and the Indemnifying Party from all further liability concerning such fees and expenses to the extent that it establishes that such reservations and exceptions were properThird Party Claim. (e) If the party having the right to elect to defend a particular Third Party Claim pursuant to Section 3.7(b) or (c) If an Indemnifying Party elects elects, or is deemed to have elected, not to assume responsibility for defending defend a particular Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) such Indemnified Party the other party may defend such Third Party Claim at without any prejudice to its rights to indemnification from the cost and expense Indemnifying Party pursuant to this Article III. In such case, such other party shall have the right to compromise, settle or consent to the entry of any judgment with respect to such Third Party Claim as provided in Section 3.7(d) without the consent of the Indemnifying Party. (df) Unless the The Indemnifying Party has failed shall bear all costs and expenses of defending any Third Party Claim; provided, however, that (A) if both parties may be Indemnifying Parties with respect to assume the defense of the such Third Party Claim in accordance with but only one party is defending such Third Party Claim, the terms of non-defending party shall reimburse the defending party promptly upon demand by the defending party for the non-defending party’s proportionate share, allocated based on each party’s proportionate responsibility for the Indemnifiable Loss pursuant to this Agreement, no Indemnified of all out-of-pocket costs and expenses reasonably incurred in connection with the defending party’s defense of such Third Party Claim, and (B) if both parties may settle or compromise any be Indemnifying Parties with respect to such Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened and both parties are defending such Third Party Claim Claim, the parties shall effect such reimbursements necessary so that each party bears its proportionate share, allocated based on each party’s proportionate responsibility for the Indemnifiable Loss pursuant to this Agreement, of all out-of-pocket costs and expenses reasonably incurred in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without connection with the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter defense of such Third Party Claim. (g) The non-defending or co-defending party shall make available to the other party and its counsel all employees, books and records, communications, documents, items or matters within its knowledge, possession or control that are necessary, appropriate or reasonably deemed relevant by the other party with respect to such defense; provided, however, that subject to Sections 3.7(c) and 6.5 hereof, nothing in this subparagraph (g) shall be deemed to require a party to make available books and records, communications, documents or items which (i) in such party’s Good Faith Judgment could result in a waiver of any Privilege with respect to a third party even if Seahawk and Pride cooperated to protect such Privilege as contemplated by this Agreement, or (ii) such party is not permitted to make available because of any Law or any confidentiality obligation to a third party, in which case such party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (h) With respect to any Third Party Claim in which both parties are, or reasonably may be expected to be, named as parties, or that otherwise implicates both parties to a material degree, the parties shall reasonably cooperate with respect to such Third Party Claim and maintain a joint defense in a manner that will preserve applicable privileges. (i) Upon final judgment, determination, settlement or compromise of any Third Party Claim, and unless otherwise agreed by the parties in writing, the Indemnifying Party shall pay promptly on behalf of the Indemnitee, or to the Indemnitee in reimbursement of any amount theretofore required to be paid by it, all amounts required to be paid by the Indemnifying Party pursuant to this Article III with respect to such claim as determined by such final judgment, determination, settlement or compromise.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive receives written notice or otherwise learn that a Person (including any Governmental Authority) that is not a member of the assertion of Agilent Group or the Keysight Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim or of the commencement by any such Person of any Action with respect to which Claim”) that may implicate an Indemnifying Party may be obligated Party’s obligation to provide indemnification to such Indemnified Party indemnify pursuant to Section 5.2, Section 5.3 or Section 5.4, or any other Section of this Section 12.4Agreement or any other Transaction Document, such the Indemnified Party shall give such provide the Indemnifying Party written notice thereof within 20 as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of such the Third Party Claim. Any such Such notice shall describe the Third Party Claim in reasonable detaildetail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of any an Indemnified Party or other Person to give provide notice as provided in accordance with this Section 12.4 5.7(a) shall not relieve the an Indemnifying Party of its indemnification obligations under this Section 12.4Agreement, except to the extent that such to which the Indemnifying Party is actually prejudiced by such the Indemnified Party’s failure to give noticeprovide notice in accordance with this Section 5.7(a). (b) An Subject to this Section 5.7(b) and Section 5.7(c), an Indemnifying Party may elect to defend assume responsibility for defending (and to seek seeking to settle or compromise), at such Indemnifying Party’s its own expense and by such Indemnifying Party’s with its own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a5.7(a) (or sooner, if the nature of such the Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such the Third Party Claim, which election shall specify any reservations or exceptionsClaim in accordance with the immediately preceding sentence. After receiving notice from an of the Indemnifying Party to an Indemnified Party of its Party’s election to assume the defense of a Third Party Claim, such the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the Indemnified Party shall be responsible for the fees and expenses of its counsel and, in any event, shall cooperate with the Indemnifying Party in such counsel shall be defense and make available to the expense of Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnified Party except Party’s possession or under such Indemnified Party’s control relating thereto as set forth in are reasonably required by the next sentenceIndemnifying Party. If the an Indemnifying Party has elected to assume the defense of a Third Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnified Party for any such fees or expenses incurred during the course of its defense of such Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. (c) Notwithstanding Section 5.7(b), if any Indemnified Party shall in good faith determine that there is an actual conflict of interest if counsel for the Indemnifying Party represented both the Indemnified Party and Indemnifying Party, then the Indemnified Party shall have the right to employ separate counsel and to participate in (but has specifiednot control) the defense, compromise or settlement thereof, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the Indemnifying Party shall bear the reasonable fees and expenses of one (1) separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properParties. (cd) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, Claim or fails to notify an Indemnified Party of its election within thirty (30) days after the receipt of notice from an Indemnified Party as provided in Section 12.4(b) such 5.7(b), the Indemnified Party may defend such the Third Party Claim at the cost and expense of the Indemnifying Party, subject to the procedures set forth in Sections 5.8(f) and Section 5.8(g) with respect to Third Party Claims under Environmental Law. If the Indemnified Party is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party. (de) Unless Without the prior written consent of any Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this AgreementParty, which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnified Party may settle or compromise compromise, or seek to settle or compromise, any Third Party Claim; provided, however, that in the event the Indemnifying Party elects not to assume responsibility for defending a Third Party Claim without or fails to notify the consent Indemnified Party of its election within thirty (30) days after the receipt of notice from the Indemnified Party as provided in Section 5.7(b), the Indemnified Party shall have the right to settle or compromise such Third Party Claim in its sole discretion (so long as such settlement does not result in any non-monetary damages being imposed on the Indemnifying Party). No Without the prior written consent of any Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any if such Indemnified Party is or could have been a party to the pending or threatened Third Party Claim, unless such judgment or settlement is solely for monetary damages and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunctionprovides for a full, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party unconditional and (ii) such settlement does not include an unconditional irrevocable release of such Indemnified Party from all liability on claims that are in connection with the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the CenterPoint Group or the Genco Group of any Third Party Claim claims or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 3.2 or 3.3, or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 3.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a3.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as set forth in the next sentence. If In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 3.5(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense (included allocated costs of in-house counsel and other personnel) of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. . (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party an Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified Party and Indemnitee. (iif) such settlement does The provisions of Section 3.2 through 3.5 shall not include an unconditional release of such Indemnified Party from all liability on claims that apply to Taxes (which are covered by the subject matter of such Third Party ClaimGenco Tax Allocation Agreement).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by any person other than the parties hereto of any a claim (a "Third Party Claim or of the commencement by any such Person of any Action Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 8.2 or 8.3, or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 8.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article VIII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a) (or sooner, if the nature of such Third Party Claim so requires8.5(a), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as set forth in the next sentence. If In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 8.5(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. . (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified Party and any Indemnitee. (iif) such settlement does The provisions of this Section 8.5 shall not include an unconditional release of such Indemnified Party from all liability on claims that apply to Taxes (which are covered by the subject matter of such Third Party ClaimTax Allocation Agreement).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Parent Group or the Company Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 6.2 or 6.3, or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person Indemnitee to give notice as provided in this Section 12.4 6.5(a) shall not relieve the Indemnifying Party of its obligations under this Section 12.4Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a6.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will to assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate reasonably in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentenceIndemnitee. If the Indemnifying Party has elected With respect to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne third party action assumed by the Indemnifying Party, but the Indemnifying Party shall be entitled parties agree to reimbursement by the Indemnified Party for payment of any such fees and expenses provide each other with all material information that they request relating to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release handling of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claimmatter.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion of any Third a Third-Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detaildetail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 6.05(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give noticenotice in accordance with this Section 6.05(a). (b) An Indemnifying Party may elect to defend (and to seek to settle No Indemnitee shall admit any liability with respect to, or compromise)settle, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a) (compromise or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claimdischarge, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Third-Party Claim without the consent of the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). No Indemnifying Party shall consent to entry any settlement, compromise or discharge of any judgment or enter into any settlement of any pending or threatened Third Third-Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the prior written consent of the Indemnified Party if Indemnitee (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief not to be enteredunreasonably withheld, directly conditioned or indirectly against delayed) if such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are settlement, compromise or discharge would result in any non-monetary remedy or relief being imposed upon the subject matter of such Third Party ClaimIndemnitee.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive receives written notice or otherwise learn that a Person (including any Governmental Authority) that is not a member of the assertion of Penn Group or the GLPI Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim or of the commencement by any such Person of any Action with respect to which Claim”) that may implicate an Indemnifying Party may be obligated Party’s obligation to provide indemnification to such Indemnified Party indemnify pursuant to Sections 5.2, 5.3 or 5.4, or any other Section of this Section 12.4Agreement or any other Transaction Document, such the Indemnified Party shall give such provide the Indemnifying Party written notice thereof within 20 as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of such the Third Party Claim. Any such Such notice shall describe the Third Party Claim in reasonable detaildetail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of any an Indemnified Party or other Person to give provide notice as provided in accordance with this Section 12.4 5.7(a) shall not relieve the an Indemnifying Party of its indemnification obligations under this Section 12.4Agreement, except to the extent that such to which the Indemnifying Party is actually prejudiced by such the Indemnified Party’s failure to give noticeprovide notice in accordance with this Section 5.7(a). (b) An Subject to this Section 5.7(b) and Section 5.7(c), an Indemnifying Party may elect to defend control the defense of (and to seek to settle or compromise), at such Indemnifying Party’s its own expense and by such Indemnifying Party’s with its own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a5.7(a) (or sooner, if the nature of such the Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such the Third Party Claim, which election Claim and shall specify any reservations or exceptionsexceptions to its defense. After receiving notice from of an Indemnifying Party to an Indemnified Party of its Party’s election to assume the defense of a Third Party Claim, whether with or without any reservations or exceptions with respect to such defense, an Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the Indemnified Party shall be responsible for the fees and expenses of its counsel and, in any event, shall cooperate with the Indemnifying Party in such counsel shall be defense and make available to the expense of Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnified Party except Party’s possession or under such Indemnified Party’s control relating thereto as set forth in are reasonably required by the next sentenceIndemnifying Party. If the an Indemnifying Party has elected to assume the defense of the a Third Party Claim but has specifiedClaim, and continues to assert, whether with or without any reservations or exceptions with respect to such defense, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such notice, then, in Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnified Party for any such casefees or expenses incurred during the course of its defense of such Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. (c) Notwithstanding Section 5.7(b), if any Indemnified Party shall in good faith determine that there is an actual conflict of interest (whether legal, business or otherwise) if counsel for the Indemnifying Party represented both the Indemnified Party and Indemnifying Party, then the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one (1) separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properParties. (cd) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election within thirty (30) days after the receipt of notice from an Indemnified Party as provided in Section 12.4(b) such 5.7(b), the Indemnified Party may defend such the Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnified Party is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party. (de) Unless Without the prior written consent of any Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this AgreementParty, which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnified Party may settle or compromise compromise, or seek to settle or compromise, any Third Party Claim; provided, however, in the event that the Indemnifying Party elects not to assume responsibility for defending a Third Party Claim without or fails to notify the Indemnified Party of its election within thirty (30) days after the receipt of notice from the Indemnified Party as provided in Section 5.7(b), the Indemnified Party shall have the right to settle or compromise such Third Party Claim in its sole discretion. Without the prior written consent of the Indemnifying any Indemnified Party. No , which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of for which any the Indemnified Party is seeking or could have been a party and may seek indemnity could have been sought hereunder pursuant to this Section 5.7 unless such judgment or settlement is solely for monetary damages, does not impose any expense or obligation on the Indemnified Party, does not involve any finding or determination of wrongdoing or violation of law by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunctionand provides for a full, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party unconditional and (ii) such settlement does not include an unconditional irrevocable release of such that Indemnified Party from all liability on claims that are in connection with the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion of any a Third Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.03, Section 5.04 or Section 5.05 or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 10 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 5.07(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article V, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give noticenotice and then only to the extent of such prejudice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense (subject to the requirement to share expenses related to the defense of Transaction Third Party Claims pursuant to Section 5.05) and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 20 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a5.07(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election as to whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but (subject to Section 5.05) the fees and expenses of such counsel shall be the expense of such Indemnified Indemnitee, except that the Indemnifying Party except as set forth in shall be liable for the next sentence. If fees and expenses of counsel employed by the Indemnitee (i) for any period during which the Indemnifying Party has elected to assume not assumed the defense of such Third Party Claim (other than during any period in which the Indemnitee shall have failed to give notice of the Third Party Claim but has specifiedin accordance with Section 5.07(a)), and continues to assert, any reservations or exceptions in such notice, then, in any such case, (ii) if a conflict exists between the reasonable fees and expenses positions of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled and Indemnitee and Indemnitee believes it is in Indemnitee’s best interest to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properobtain independent counsel. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 5.07(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying PartyParty (subject to the requirement to share expenses related to the defense of Transaction Third Party Claims pursuant to Section 5.05). (d) Unless the If an Indemnifying Party has failed elects to assume the defense of the a Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle the Indemnitee shall agree to any settlement, compromise or compromise any discharge of such Third Party Claim without that the consent Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the Indemnifying Party. liability in connection with such Third Party Claim and that releases the Indemnified Party completely in connection with such Third Party Claim, provided that Indemnitee shall not be required to admit any fault. (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party applicable Indemnitee or Indemnitees if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified any Indemnitee. (f) Whether or not the Indemnifying Party and (ii) such settlement does not include an unconditional release assumes the defense of such Indemnified a Third Party from all Claim, no Indemnitee shall admit any liability on claims that are the subject matter of with respect to, or settle, compromise or discharge, such Third Party ClaimClaim without the Indemnifying Party’s prior written consent. (g) The provisions of Section 5.07 (other than this Section 5.07(g)) and Section 5.08 shall not apply to Taxes (which are covered by the Tax Disaffiliation Agreement).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by any Person who is not a member of the ADP Group or the Broadridge Group of any Third Party Claim claim, or of the commencement by any such Person of any Action Action, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 4.2 or Section 4.3, or any other Section of this Section 12.4Agreement or any Ancillary Agreement (collectively, a “Third Party Claim”), such Indemnified Party shall give such Indemnifying Party prompt written notice thereof and, in any event, within 20 ten (10) days after becoming aware such Indemnified Party received notice of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail, including, if known, the amount of the Liability for which indemnification may be available. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 4.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article IV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect (but is not required) to defend (assume the defense of and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a4.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an If, in such notice, the Indemnifying Party to an Indemnified Party of its election elects to assume the defense of a Third Party Claim, such the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense solely of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If If, in such notice, an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) 4.5(b), such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the The Indemnifying Party has failed shall have the right to assume compromise or settle a Third Party Claim the defense of the which it shall have assumed pursuant to Section 4.5(b), and any such settlement or compromise made or caused to be made of a Third Party Claim in accordance with this Article IV shall be binding on the Indemnified Party in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, without the express prior consent of the Indemnified Party, the Indemnifying Party shall not have the right to admit culpability on behalf of the Indemnified Party and shall not compromise or settle a Third Party Claim unless the compromise or settlement includes, as a part thereof, an unconditional release of the Indemnified Party from Liability with respect to such Third Party Claim and does not require the Indemnified Party to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy; provided, however, that if the Indemnified Party unreasonably withholds a consent required by this sentence to the terms of this Agreement, no a compromise or settlement of a Third Party Claim proposed to the Indemnified Party may settle by the Indemnifying Party, the Indemnifying Party’s obligation to indemnify the Indemnified Party for such Third Party Claim shall not exceed the total amount that had been proposed in such compromise or compromise settlement offer plus the amount of all expenses incurred by the Indemnified Party with respect to such Third Party Claim through the date on which such consent was requested. (e) In the event of payment by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim without the consent of the Indemnifying Party. No Claim, such Indemnifying Party shall consent be subrogated to entry and shall stand in the place of such Indemnified Party as to any judgment events or enter into any settlement of any pending or threatened Third Party Claim circumstances in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is may have any right, defense or claim relating to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party ClaimClaim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party 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, defense or claim. (f) The provisions of Section 4.2 through Section 4.6 shall not apply to matters that are governed by the Tax Allocation Agreement.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the CRG Group or the Fiesta Group of any Third Party Claim claims or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall promptly give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claimthereof. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 3.7(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a3.7(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. The failure to give such notice of election within the 30-day period shall be deemed a rejection of the opportunity to assume responsibility. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party ClaimClaim (or in the case where CRG, Carrols or Carrols LLC, as the Indemnitee or on behalf of a member of the CRG Group as the Indemnitee, elects to defend a Third Party Claim pursuant to paragraph (c)(i) or (c)(ii), after notice from CRG, Carrols or Carrols LLC to the Indemnifying Party), such Indemnified Party non-defending party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were propernon-defending party. (c) If an A party’s right to defend any Third Party Claim pursuant to Section 3.7(b) includes the right (after consultation with the other party following at least five Business Days’ written notice thereof) to compromise, settle or consent to the entry of any judgment or determination of liability concerning such Third Party Claim; provided, however, that the Indemnifying Party elects shall not compromise, settle or consent to the entry of judgment or determination of liability concerning any Third Party Claim without prior written approval by the Indemnitee (which may not be unreasonably withheld) if the terms or conditions of such compromise, settlement or consent would, in the reasonable judgment of the Indemnitee, have a material adverse financial impact or a material adverse effect upon the ongoing operations of the Indemnitee. Notwithstanding any other provision of this Section 3.7, unless otherwise specifically agreed to by the parties in writing (which agreement may not be unreasonably withheld), no party shall enter into any compromise or settlement or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the third party of a release of both the Indemnitee and the Indemnifying Party from all further liability concerning such Third Party Claim. (d) If the party having the right to elect to defend a particular Third Party Claim pursuant to Section 3.7(b) elects, or is deemed to have elected, not to assume responsibility for defending defend a particular Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) such Indemnified Party the other party may defend such Third Party Claim at without any prejudice to its rights to indemnification from the cost and expense Indemnifying Party pursuant to this Article III. In such case, such other party shall have the right to compromise, settle or consent to the entry of any judgment with respect to such Third Party Claim as provided in Section 3.7(c) without the consent of the Indemnifying Party. (de) Unless the The Indemnifying Party has failed shall bear all costs and expenses of defending any Third Party Claim; provided, however, that (A) if both parties may be Indemnifying Parties with respect to assume the defense of the such Third Party Claim in accordance with but only one party is defending such Third Party Claim, the terms of non-defending party shall reimburse the defending party promptly upon demand by the defending party for the non-defending party’s proportionate share, allocated based on each party’s proportionate responsibility for the Indemnifiable Loss pursuant to this Agreement, no Indemnified of all out-of-pocket costs and expenses reasonably incurred in connection with the defending party’s defense of such Third Party Claim, and (B) if both parties may settle or compromise any be Indemnifying Parties with respect to such Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened and both parties are defending such Third Party Claim Claim, the parties shall effect such reimbursements necessary so that each party bears its proportionate share, allocated based on each party’s proportionate responsibility for the Indemnifiable Loss pursuant to this Agreement, of all out-of-pocket costs and expenses reasonably incurred in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without connection with the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter defense of such Third Party Claim. (f) The non-defending or co-defending party shall make available to the other party and its counsel all employees, books and records, communications, documents, items or matters within its knowledge, possession or control that are necessary, appropriate or reasonably deemed relevant by the other party with respect to such defense; provided, however, that subject to Section 6.5 hereof, nothing in this subparagraph (g) shall be deemed to require a party to make available books and records, communications, documents or items which (i) in such party’s Good Faith Judgment could result in a waiver of any Privilege with respect to a third party even if Fiesta Restaurant Group and CRG, Carrols or Carrols LLC cooperated to protect such Privilege as contemplated by this Agreement, or (ii) such party is not permitted to make available because of any Law or any confidentiality obligation to a third party, in which case such party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (g) With respect to any Third Party Claim in which both parties are, or reasonably may be expected to be, named as parties, or that otherwise implicates both parties to a material degree, the parties shall reasonably cooperate with respect to such Third Party Claim and maintain a joint defense in a manner that will preserve applicable privileges. (h) Upon final judgment, determination, settlement or compromise of any Third Party Claim, and unless otherwise agreed by the parties in writing, the Indemnifying Party shall pay promptly on behalf of the Indemnitee, or to the Indemnitee in reimbursement of any amount theretofore required to be paid by it, all amounts required to be paid by the Indemnifying Party pursuant to this Article III with respect to such claim as determined by such final judgment, determination, settlement or compromise.

Procedures for Indemnification of Third Party Claims. (a) If (1) one Party as an Indemnified Indemnitee shall receive notice or otherwise learn of the assertion against it by a third party (including any governmental authority) of any claim or of the commencement by any such person of any Action based upon a duty or obligation alleged to be due by the other Party to such third party, (ii) such other Party has breached such duty or obligation (collectively, a “Third Party Claim”), and (iii) with respect to such Third Party Claim the other Party as an Indemnifying Party may be obligated to provide indemnification to such Indemnitee, then such Indemnitee shall give such Indemnifying Party and each Party to this Agreement, written notice thereof as soon as reasonably practicable, but no later than thirty (30) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. If any Party shall receive notice or otherwise learn of the assertion of any a Third Party Claim or which may reasonably be determined to be a Liability of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Section 12.4a Party, such Indemnified Party shall give such Indemnifying the other Party to this Agreement written notice thereof within 20 thirty (30) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person Party to give notice as provided in this Section 12.4 6.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to shall defend (and to seek to settle or compromise)any Third Party Claim, at such Indemnifying Party’s own expense and by with such Indemnifying Party’s own counsel; provided, that if the defendants in any Third such claim include both the Indemnifying Party Claimand one or more Indemnitees and in such Indemnitees’ reasonable judgment an actual conflict of interest or one is likely to be asserted between such Indemnitees and such Indemnifying Party in respect of such claim, then such Indemnitees shall have the right to employ separate counsel, in which event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees and in any instance reasonably satisfactory to the Indemnifying Party) shall be paid by the Indemnifying Party. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a6.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Indemnitee. (c) With respect to any Third Party except as set forth in the next sentence. If Claim, the Indemnifying Party has elected and Indemnitees agree, and shall cause their respective counsel (if applicable), to cooperate fully (in a manner that will preserve all attorney-client privilege or other privileges) to mitigate any such claim and minimize the defense costs associated therewith. (d) If an Indemnifying Party fails to assume the defense of the a Third Party Claim but has specifiedwithin thirty (30) days after its receipt of written notice of such claim, and continues upon delivering notice to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by effect to the Indemnifying Party, but the Indemnifying Party shall be entitled Indemnitee will have the right to reimbursement by undertake the Indemnified Party for payment defense, compromise or settlement of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) such Indemnified Party may defend such Third Party Claim at on behalf of and for the cost and expense account of the Indemnifying Party. (d) Unless Party subject to the Indemnifying Party has failed to assume the defense of the limitations as set forth in this Section 6.5; provided, however, that such Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle shall not be compromised or compromise any Third Party Claim settled without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. No If the Indemnitee assumes the defense of any Third Party Claim, it shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. In such instance, the Indemnifying Party shall consent to entry reimburse all out of any judgment or enter into any settlement pocket costs and expenses of any pending or threatened Third Party Claim the Indemnitee in respect of which any Indemnified the event it is ultimately determined that the Indemnifying Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without obligated to indemnify the consent of the Indemnified Party if (i) the effect thereof is Indemnitee with respect to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim. In no event shall an Indemnifying Party be liable for any settlement effected without its consent, which consent will not be unreasonably withheld, delayed or conditioned.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive receives written notice or otherwise learn that a Person (including any Governmental Authority) that is not a member of the assertion of WHI Group or the CS&L Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim or of the commencement by any such Person of any Action with respect to which Claim”) that may implicate an Indemnifying Party may be obligated Party’s obligation to provide indemnification to such Indemnified Party indemnify pursuant to Sections 7.2, 7.3 or 7.4, or any other Section of this Section 12.4Agreement or any other Transaction Agreement, such the Indemnified Party shall give such provide the Indemnifying Party written notice thereof within 20 as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of such the Third Party Claim. Any such Such notice shall describe the Third Party Claim in reasonable detaildetail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of any an Indemnified Party or other Person to give provide notice as provided in accordance with this Section 12.4 7.7(a) shall not relieve the an Indemnifying Party of its indemnification obligations under this Section 12.4Agreement, except to the extent that such to which the Indemnifying Party is actually prejudiced by such the Indemnified Party’s failure to give noticeprovide notice in accordance with this Section 7.7(a). (b) An Subject to this Section 7.7(b) and Section 7.7(c), an Indemnifying Party may elect to defend control the defense of (and to seek to settle or compromise), at such Indemnifying Party’s its own expense and by such Indemnifying Party’s with its own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a7.7(a) (or sooner, if the nature of such the Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such the Third Party Claim, which election Claim and shall specify any reservations or exceptionsexceptions to its defense. After receiving notice from of an Indemnifying Party to an Indemnified Party of its Party’s election to assume the defense of a Third Party Claim, whether with or without any reservations or exceptions with respect to such defense, an Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the Indemnified Party shall be responsible for the fees and expenses of its counsel and, in any event, shall cooperate with the Indemnifying Party in such counsel shall be defense and make available to the expense of Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnified Party except Party’s possession or under such Indemnified Party’s control relating thereto as set forth in are reasonably required by the next sentenceIndemnifying Party. If the an Indemnifying Party has elected to assume the defense of the a Third Party Claim but has specifiedClaim, and continues to assert, whether with or without any reservations or exceptions with respect to such defense, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such notice, then, in Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnified Party for any such casefees or expenses incurred during the course of its defense of such Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. (c) Notwithstanding Section 7.7(b), if any Indemnified Party shall in good faith determine that there is an actual conflict of interest (whether legal, business or otherwise) if counsel for the Indemnifying Party represented both the Indemnified Party and Indemnifying Party, then the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one (1) separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properParties. (cd) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election within thirty (30) days after the receipt of notice from an Indemnified Party as provided in Section 12.4(b) such 7.7(b), the Indemnified Party may defend such the Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnified Party is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party. (de) Unless Without the prior written consent of any Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this AgreementParty, which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnified Party may settle or compromise compromise, or seek to settle or compromise, any Third Party Claim; provided, however, in the event that the Indemnifying Party elects not to assume responsibility for defending a Third Party Claim without or fails to notify the Indemnified Party of its election within thirty (30) days after the receipt of notice from the Indemnified Party as provided in Section 7.7(b), the Indemnified Party shall have the right to settle or compromise such Third Party Claim in its sole discretion. Without the prior written consent of the Indemnifying any Indemnified Party. No , which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of for which any the Indemnified Party is seeking or could have been a party and may seek indemnity could have been sought hereunder pursuant to this Section 7.7 unless such judgment or settlement is solely for monetary damages, does not impose any expense or obligation on the Indemnified Party, does not involve any finding or determination of wrongdoing or violation of law by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunctionand provides for a full, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party unconditional and (ii) such settlement does not include an unconditional irrevocable release of such that Indemnified Party from all liability on claims that are in connection with the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion of any a Third Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.03, Section 5.04 or Section 5.05 or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 10 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 5.09(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article V, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give noticenotice and then only to the extent of such prejudice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense (subject to the requirement to share expenses related to the defense of Transaction Third Party Claims pursuant to Section 5.05) and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 20 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a5.09(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election as to whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but (subject to Section 5.05) the fees and expenses of such counsel shall be the expense of such Indemnified Indemnitee, except that the Indemnifying Party except as set forth in shall be liable for the next sentence. If fees and expenses of counsel employed by the Indemnitee (i) for any period during which the Indemnifying Party has elected to assume not assumed the defense of such Third Party Claim (other than during any period in which the Indemnitee shall have failed to give notice of the Third Party Claim but has specifiedin accordance with Section 5.09(a)), and continues to assert, any reservations or exceptions in such notice, then, in any such case, (ii) if a conflict exists between the reasonable fees and expenses positions of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled and Indemnitee and Indemnitee believes it is in Indemnitee’s best interest to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properobtain independent counsel. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 5.09(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying PartyParty (subject to the requirement to share expenses related to the defense of Transaction Third Party Claims pursuant to Section 5.05). (d) Unless the If an Indemnifying Party has failed elects to assume the defense of the a Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle the Indemnitee shall agree to any settlement, compromise or compromise any discharge of such Third Party Claim without that the consent Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the Indemnifying Party. liability in connection with such Third Party Claim and that releases the Indemnitee completely in connection with such Third Party Claim, provided that Indemnitee shall not be required to admit any fault. (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party applicable Indemnitee or Indemnitees if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified any Indemnitee. (f) Whether or not the Indemnifying Party and (ii) such settlement does not include an unconditional release assumes the defense of such Indemnified a Third Party from all Claim, no Indemnitee shall admit any liability on claims that are the subject matter of with respect to, or settle, compromise or discharge, such Third Party ClaimClaim without the Indemnifying Party’s prior written consent.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the REI Group or the Resources Group of any Third Party Claim claims or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 3.2 or 3.3, or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 3.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a3.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as set forth in the next sentence. If In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 3.5(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense (included allocated costs of in-house counsel and other personnel) of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. . (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party an Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified Party and Indemnitee. (iif) such settlement does The provisions of Section 3.2 through 3.5 shall not include an unconditional release of such Indemnified Party from all liability on claims that apply to Taxes (which are covered by the subject matter of such Third Party ClaimTax Allocation Agreement).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Genworth Group or the Company Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 6.2, Section 6.3 or Section 6.4, or any other Section of this Section 12.4Agreement or any Transaction Document, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 twenty (20) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 6.7(a) shall not relieve the Indemnifying Party of its obligations under this Section 12.4Article VI, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Third-Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a6.7(a) (or sooner, if the nature of such Third Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Third-Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Third-Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) 6.7(b), such Indemnified Party may defend such Third Third-Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Third-Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Third-Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Third-Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Third-Party Claim. (e) The provisions of this Section 6.7 shall not apply to Taxes (which are covered by the Tax Allocation Agreement).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Halliburton Group or the KBR Group of any Third Party Claim claims or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to this Section 12.4Article III, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 3.7(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party ClaimClaim for which indemnification is available under this Article III. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a3.7(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as set forth in the next sentence. If In the event that the Indemnifying Party has elected to assume the defense of the a Third Party Claim for which indemnification is available under this Article III but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party ClaimClaim for which indemnification is available under this Article III, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 3.7(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense (including allocated costs of in-house counsel and other personnel) of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim for which indemnification is available under this Article III in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any such Third Party Claim without the consent of the Indemnifying Party. No . (e) Except with respect to Halliburton Indemnified FCPA Matters and the Barracuda-Caratinga Bolts Matter, which shall be governed by Section 3.4 and Section 3.5 respectively, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party an Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified Indemnitee. (f) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third Party Claim under this Article III, such Indemnifying Party shall be subrogated to and (ii) such settlement does not include an unconditional release shall stand in the place of such Indemnified Party from all liability on claims that are the subject matter Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third Party ClaimClaim against any claimant or plaintiff asserting such Third Party Claim or against any other person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this Section 3.7 and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts’ fees and all other external expenses, and the allocated costs of in-house counsel and other personnel), the costs of any judgment or settlement, and the costs of any interest or penalties relating to any judgment or settlement.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the IDT Group or the Net2Phone Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Section 12.4Agreement, any Ancillary Agreement or the Tax Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a5.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as set forth in the next sentence. If In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 5.5(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. , which consent shall not be unreasonably withheld. (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified Party any Indemnitee. (f) The provisions of Section 5.5 and Section 5.6 shall not apply to Taxes (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that which are covered by the subject matter of such Third Party ClaimTax Agreement).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion of any Third Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Section 12.412.d, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 12.d shall not relieve the Indemnifying Party of its obligations under this Section 12.412.d, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) . An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a) 0. (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) . If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) . Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion of any Third Party a Third‑Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to this Section 12.4Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third Party Third‑Party Claim. Any such notice shall describe the Third Party Third‑Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 6.05(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An The Indemnifying Party may elect shall have the right, exercisable by written notice to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within the Indemnitee within 30 calendar days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a6.05(a) (or sooner, if the nature of such Third Third-Party Claim so requires), to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party shall notify and reasonably acceptable to the Indemnified Indemnitee; provided, however, that the Third-Party of its election whether Claim solely seeks (and continues to seek) monetary damages (the condition set forth in this proviso, the “Litigation Condition”). (c) If the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election elects not to assume the defense of a Third Third-Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in Claim (but or is not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected permitted to assume the defense of the Third a Third-Party Claim but has specified, and continues to assert, any reservations or exceptions as a result of the Litigation Condition not being met with respect thereto) in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claimaccordance with this Agreement, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 6.05(b), such Indemnified Party Indemnitee may defend such Third Third-Party Claim at the cost and expense of the Indemnifying Party. (d) Unless If the Indemnifying Party has failed elects (and is permitted) to assume the defense of the Third a Third-Party Claim in accordance with the terms of this Agreement, no Indemnified the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party may settle or compromise any Third with respect to the defense of such Third-Party Claim. (e) If the Indemnifying Party elects (and is permitted) to assume the defense of a Third-Party Claim without in accordance with the consent terms of this Agreement, the Indemnifying Party will not be liable for any additional legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (i) the Litigation Condition ceases to be met or (ii) the Indemnifying PartyParty fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, shall have the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. In the event, however, that such Indemnitee reasonably determines that representation by counsel to the Indemnifying Party of both such Indemnifying Party and the Indemnitee could reasonably be expected to present such counsel with a conflict of interest, then the Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party will pay the reasonable fees and expenses of such counsel. (f) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Third‑Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified applicable Indemnitee or Indemnitees; provided, however, that such Indemnitee(s) shall be required to consent to such entry of judgment or to such settlement that the Indemnifying Party may recommend if the judgment or settlement (i) contains no finding or admission of any violation of Law or any violation of the rights of any Person, (ii) involves only monetary relief which the Indemnifying Party has agreed to pay and (iii) includes a full and unconditional release of the Indemnitee. Notwithstanding the foregoing, in no event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against any Indemnitee. (g) Whether or not the Indemnifying Party assumes the defense of a Third‑Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Indemnified Party and Third‑Party Claim without the Indemnifying Party’s prior written consent (ii) such settlement does consent not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claimto be unreasonably withheld or delayed).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion of any Third a Third-Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to this Section 12.4Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 as soon as reasonably practicable, but no later than 30 days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Third-Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a5.05(a) (or sooner, if the nature of such Third Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election as to whether the Indemnifying Party will assume responsibility for defending such Third Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Third-Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee, except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but that the Indemnifying Party shall be entitled to reimbursement by liable for the Indemnified Party for payment of any such fees and expenses of counsel employed by the Indemnitee (i) for any period during which the Indemnifying Party has not assumed the defense of such Third-Party Claim (other than during any period in which the Indemnitee shall have failed to give notice of the Third-Party Claim in accordance with Section 5.05(a)) or (ii) to the extent that it establishes that such reservations and exceptions were properengagement of counsel is as a result of a conflict of interest, as reasonably determined by the Indemnitee acting in good faith. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Third-Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 5.05(b), such Indemnified Party Indemnitee may defend such Third Third-Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the If an Indemnifying Party has failed elects to assume the defense of the Third a Third-Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent Indemnitee(s) shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party. Party with respect to the defense of such Third-Party Claim. (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Third-Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified applicable Indemnitee or Indemnitees; provided, however, that such Indemnitee(s) shall be required to consent to such entry of judgment or to such settlement that the Indemnifying Party may recommend if the judgment or settlement (i) contains no finding or admission of any violation of Law or any violation of the rights of any Person, (ii) involves only monetary relief which the Indemnifying Party has agreed to pay and (iii) includes a full and unconditional release of the Indemnitee. Notwithstanding the foregoing, in no event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified any Indemnitee. (f) Whether or not the Indemnifying Party and (ii) such settlement does not include an unconditional release assumes the defense of such Indemnified Party from all liability on claims that are the subject matter of such Third a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld or delayed).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party any Person entitled to indemnification hereunder (“Indemnitee”) shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Halliburton Group or the KBR Group of any Third Party Claim claims or of the commencement by any such Person of any Action action (collectively, a “Third Party Claim”) with respect to which any party (an “Indemnifying Party Party”) may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to this Section 12.4Article VIII, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 8.4(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article VIII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party ClaimClaim for which indemnification is available under this Article VIII. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a8.4(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as set forth in the next sentence. If In the event that the Indemnifying Party has elected to assume the defense of the a Third Party Claim for which indemnification is available under this Article VIII but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party ClaimClaim for which indemnification is available under this Article VIII, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 8.4(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense (including allocated costs of in-house counsel and other personnel) of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim for which indemnification is available under this Article VIII in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any such Third Party Claim without the consent of the Indemnifying Party. . (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party an Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified Indemnitee. (f) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third Party Claim under this Article VIII, such Indemnifying Party shall be subrogated to and (ii) such settlement does not include an unconditional release shall stand in the place of such Indemnified Party from all liability on claims that are the subject matter Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third Party ClaimClaim against any claimant or plaintiff asserting such Third Party Claim or against any other person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense (including allocated costs of in-house counsel and other personnel) of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this Section 8.4 and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts’ fees and all other external expenses, and the allocated costs of in-house counsel and other personnel), the costs of any judgment or settlement, and the costs of any interest or penalties relating to any judgment or settlement.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion of any All claims for indemnification relating to a Third Party Claim or of the commencement by any such Person of indemnified party (an “Indemnified Party”) hereunder shall be asserted and resolved as set forth in this Section 7.04. (b) In the event that any Action with respect to written claim or demand for which an indemnifying party (an “Indemnifying Party Party”) may be obligated have liability to provide indemnification to such any Indemnified Party pursuant hereunder, is asserted against or sought to this Section 12.4be collected from any Indemnified Party by a Third Party (a “Third Party Claim”), such Indemnified Party shall give promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third Party Claim, notify the Indemnifying Party written notice thereof within 20 days after becoming aware in writing of such Third Party Claim. Any , the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such notice shall describe the Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, and any other material details pertaining thereto (a “Claim in reasonable detail. Notwithstanding the foregoingNotice”); provided, however, that the failure to timely give a Claim Notice shall affect the rights of any an Indemnified Party or other Person to give notice as provided in this Section 12.4 shall not relieve the Indemnifying Party of its obligations under this Section 12.4, except hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party is actually prejudiced by with respect to such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after the receipt of notice from an the Claim Notice (the “Notice Period”) to notify the Indemnified Party in accordance with Section 12.4(a) (or sooner, if whether it desires to defend the nature of Indemnified Party against such Third Party Claim so requires)Claim. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall notify have the right to defend the Indemnified Party of its election whether by appropriate proceedings and shall have the sole power to direct and control such defense, with counsel reasonably satisfactory to the Indemnified Party at the Indemnifying Party’s expense. Once the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume has duly assumed the defense of a Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its expense, provided that such expense shall be the responsibility of the Indemnifying Party if (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case the Indemnifying Party shall not be responsible for expenses in respect of more than one counsel for the Indemnified Party in any single jurisdiction), or (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently defend a Third Party Claim it has assumed the defense of, as provided in the first sentence of this Section 7.04(c). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third Party Claim on a basis that would result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iii) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (ii) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected obligation to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an . The Indemnified Party of its election as provided in Section 12.4(b) such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may shall not settle or compromise any a Third Party Claim without the consent of the Indemnifying Party. No , which consent shall not be unreasonably withheld. (e) The Indemnified Party and the Indemnifying Party shall consent cooperate in order to entry ensure the proper and adequate defense of any judgment or enter into any settlement of any pending or threatened a Third Party Claim in respect of which any Indemnified Party is or could have been a party Claim, including by providing access to each other’s relevant business records and indemnity could have been sought hereunder by such Indemnified Party without other documents, and employees; it being understood that the consent reasonable costs and expenses of the Indemnified Party if relating thereto shall be Liabilities, subject to indemnification. (if) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such The Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to avoid production of confidential information (ii) such settlement does not include an unconditional release of such Indemnified Party from consistent with Applicable Law), and to cause all liability on claims that are the subject matter of such communications among employees, counsel and others representing any party to a Third Party ClaimClaim to be made so as to preserve any applicable attorney-client or work-product privileges.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified any third party shall make any claim or commence any arbitration proceeding or suit (collectively, a "Third Party shall receive notice Claim") against any one or otherwise learn more of the assertion of any Third Party Claim or of the commencement by any such Person of any Action Indemnified Parties with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant intends to this make any claim for indemnification against eLoyalty under Section 12.412.2 or against TSC under Section 12.3, such Indemnified Party shall promptly give such written notice to the Indemnifying Party written notice thereof within 20 days after becoming aware of describing such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail, and the following provisions shall apply. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give provide notice as provided in accordance with this Section 12.4 12.6(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article XII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give provide notice. (b) An The Indemnifying Party may elect shall have 20 business days after receipt of the notice referred to defend (in Section 12.6(a) to notify the Indemnified Party that it elects to conduct and to seek to settle or compromise), at control the defense of such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a) (or sooner, if the nature of such Third Party Claim so requires), If the Indemnifying Party shall notify does not give the Indemnified Party of its election whether foregoing notice, the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defensedefend, compromisecontest, settle or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) such Indemnified Party may defend compromise such Third Party Claim at in the cost exercise of its exclusive discretion subject to the provisions of Section 12.6(c), and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense shall, upon request from any of the Third Party Claim Indemnified Parties, promptly pay to such Indemnified Parties in accordance with the other terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim.Section

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of any Third Party Claim the SLM BankCo Group or the Navient Group of the commencement by any such Person of any Action against such Indemnitee (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 4.2 or 4.3, or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 15 business days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detaildetail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person an Indemnitee to give provide timely written notice as provided in accordance with this Section 12.4 4.5(a) shall not relieve the an Indemnifying Party of its indemnification obligations under this Section 12.4Agreement, except to the extent that such to which the Indemnifying Party is actually prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 4.5(a). (b) An Subject to the terms and conditions of any applicable iinsurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party ClaimClaim if (i) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against an Indemnified Party; and (ii) the Third Party Claim is not made by a Governmental Authority; provided, however, that Navient shall be required, at the election of SLM BankCo, to assume the defense of a Third Party Claim made by a Governmental Authority that primarily relates to or arises out of servicing and collections activities constituting Navient Liabilities. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a4.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election election, if available to it, whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as set forth in the next sentence. If In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel (along with one local counsel in each applicable jurisdiction) for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party ClaimClaim or does not have the right to elect to assume responsibility therefor pursuant to Section 4.5(b), or fails to timely notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 4.5(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. If an Indemnifying Party is not permitted to assume the defense of a Third Party Claim pursuant to Section 4.5(b), the Indemnitee shall have the right to employ, at the Indemnifying Party’s expense, counsel, experts and vendors of its choice (subject to the approval of the Indemnifying Party, which approval shall not be unreasonably withheld or delayed) to represent the Indemnitee, and the Indemnifying Party shall only be obligated to indemnify the Indemnitee for reasonable costs and expenses in connection with the defense of such Third Party Claim. If an Indemnitee engages in discussions to compromise or settle a Third Party Claim, such Indemnitee shall in all cases promptly share with the Indemnifying Party such discussions and all other communications made in connection with such compromise or settlement discussions. (d) Unless In the Indemnifying Party has failed to assume the defense case of the a Third Party Claim in accordance with the terms of this AgreementClaim, (i) no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the written consent of the Indemnified Party Indemnitee if (iA) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary non-monetary relief to be entered, directly or indirectly against any Indemnitee, (B) such Indemnified Party and settlement or judgment requires or contains any admission of liability by the Indemnitee, (iiC) such settlement does not include an a full and unconditional release of such Indemnified Party from all liability on claims the Indemnitee as to that are the subject matter of such Third Party Claim, or (D) such judgment or settlement imposes any obligation or restriction on the Indemnitee other than the payment of money and (ii) unless the Indemnifying Party has failed to assume the defense of the Third Party Claim that it is permitted to assume in accordance with the terms of this Agreement or in circumstances under which an Indemnifying Party is not permitted to assume the defense of a Third Party Claim pursuant to Section 4.5(b), no Indemnitee shall consent to entry of any judgment or enter into any settlement of the Third Party Claim without the written consent of the Indemnifying Party. (e) The above provisions of this Section 4.5 and the provisions of Section 4.6 do not apply to Taxes (which are governed by the Tax Sharing Agreement). In the case of any conflict between this Agreement and the Tax Sharing Agreement in relation to any matters addressed by the Tax Sharing Agreement, the Tax Sharing Agreement shall prevail.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a third party of any Third Party Claim claim or of the commencement by any such Person third party of any Action action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Section 12.47.1 or Section 7.2, such Indemnified Party shall give such the Indemnifying Party written notice thereof within 20 twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 7.4(a) shall not relieve the relevant Indemnifying Party of its obligations under this Section 12.4ARTICLE VII, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a) (or sooner, if the nature of such Third Party Claim so requires7.4(a), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) 7.4(b), such Indemnified Party may defend such Third Party Claim Claim, at the cost and expense of the Indemnifying PartyParty to the extent indemnifiable hereunder. (d) Unless the Indemnifying No Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party hereto shall consent to entry of any judgment or enter into any settlement of any pending or threatened a Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified other Party if (i) the effect thereof is to permit any injunctionwhich consent shall not be unreasonably withheld, declaratory judgment, other order delayed or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claimconditioned).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive written notice or otherwise learn from a Person (including any Governmental Authority) who is not a member of the assertion NOV Group or the SpinCo Group (a “Third Party”) of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Agreement or, subject to Section 12.45.14, any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 fourteen (14) days after becoming aware of receipt of such Third Party Claimwritten notice. Any such notice shall describe the Third Third-Party Claim in reasonable detaildetail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person an Indemnitee to give provide notice as provided in accordance with this Section 12.4 5.5(a) shall not relieve the an Indemnifying Party of its indemnification obligations under this Section 12.4Agreement, except to the extent that such to which the Indemnifying Party is actually shall demonstrate that it was materially prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 5.5(a). (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a5.5(a) (or sooner, if the nature of such Third Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will shall assume responsibility for defending such Third Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Third-Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as otherwise expressly set forth in the next sentence. herein. (c) If the an Indemnifying Party has elected to assume the defense of the Third a Third-Party Claim but has specifiedClaim, and continues to assert, any reservations or exceptions in then such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement by from the Indemnified Party Indemnitee for payment of any such fees and or expenses incurred during the course of its defense of such Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to the extent that it establishes that reject or otherwise abandon its assumption of such reservations and exceptions were proper. (c) defense. If an Indemnifying Party elects not to assume responsibility for defending a Third any Third-Party Claim, Claim or fails to notify an Indemnified Party Indemnitee of its election as provided within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnitee shall have the right to control the defense of such Third-Party Claim, in which case the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim pursuant to Section 12.4(b5.5(b), a Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Indemnified Third-Party may Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third Third-Party Claim at (other than as contemplated by the cost and expense foregoing clause (i)), (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, has filed against it or files a petition in bankruptcy or insolvency or is declared bankrupt or insolvent or declares that it is bankrupt or insolvent, or (iv) there occurs a change of control of the Indemnifying Party. (de) Unless An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 5.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, subject to Section 7.7, such party shall cooperate with the party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling party, at the non-controlling party’s expense, all witnesses, information and materials in such party’s possession or under such party’s control relating thereto as are reasonably required by the controlling party. In addition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party has failed have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to assume employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense defense, compromise or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party such counsel for all Indemnitees. (f) Neither party may settle or compromise any Third Third-Party Claim for which either party is seeking to be indemnified hereunder without the prior written consent of the Indemnifying Partyother party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of wrongdoing or violation of Law by the other party and provides for a full, unconditional and irrevocable release of the other party from all Liability in connection with the Third-Party Claim. No The parties hereby agree that if a party presents the other party with a written notice containing a proposal to settle or compromise a Third-Party Claim for which either party is seeking to be indemnified hereunder and the party receiving such Proposal does not respond in any manner to the party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the party receiving such proposal shall be deemed to have consented to the terms of such proposal. (g) Schedule 5.5(g) identifies certain pending Third-Party Claims with respect to which Liabilities will be allocated and the other actions taken as set forth therein. With respect to the Third-Party Claims identified in Schedule 5.5(g), in the event of any conflict between the provisions of this Article V and the provisions of Schedule 5.5(g), the latter shall govern. There shall be no requirement under this Section 5.5 to give notice with respect to any Third-Party Claims identified in Schedule 5.5(g), that exist as of the Effective Time. (h) The provisions of this Section 5.5 (other than this Section 5.5(h)) and the provisions of Section 5.6 shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (i) All Assumed Actions have been tendered by NOV to SpinCo and are deemed to be formally accepted by SpinCo upon the execution of this Agreement. (j) The Indemnifying Party shall consent establish a procedure reasonably acceptable to entry the Indemnitee to keep the Indemnitee reasonably informed of any judgment or enter into any settlement the progress of any pending or threatened Third the Third-Party Claim in respect and to notify the Indemnitee when any such Third-Party Claim is closed, regardless of which any Indemnified whether such Third-Party is Claim was resolved by settlement, verdict, dismissal or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claimotherwise.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the AT&T Broadband Group or the AT&T Communications Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.02 or 5.03, or any other Section of this Section 12.4Agreement or any Ancillary Agreement (except as otherwise provided therein), such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days promptly after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person Indemnitee to give notice as provided in this Section 12.4 5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article 5, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense (including allocated costs of in-house counsel and other personnel) and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a5.05(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee, except as set forth in the next sentence. If In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, specified and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 5.05(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense (including allocated costs of in-house counsel and other personnel) of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. . (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against any Indemnitee. (f) The provisions of Section 5.05 and Section 5.06 shall not apply to Taxes (which are covered by the Tax Sharing Agreement) or to matters covered by Sections 6.02 and 6.03. (g) Notwithstanding anything in this Agreement to the contrary, and subject to any applicable provision of the AWS separation agreements, if either party is named in any Action relating to any At Home Matter, Specified Matter, Specified Transaction or Registration Statement Claim, that party shall be entitled to assume and control its own defense and to employ its own counsel. Neither party shall settle any such Indemnified Party Action without the consent of the other party (which consent will not be unreasonably withheld). All legal and other fees (iiincluding allocated cost of in-house counsel and other personnel) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claimincurred in connection therewith shall be divided 50/50 between AT&T and AT&T Broadband.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion of any All claims for indemnification relating to a Third Party Claim or of the commencement by any such Person of indemnified party (an “Indemnified Party”) hereunder shall be asserted and resolved as set forth in this Section 7.04. (b) In the event that any Action with respect to written claim or demand for which an indemnifying party (an “Indemnifying Party Party”) may be obligated have liability to provide indemnification to such any Indemnified Party pursuant hereunder, is asserted against or sought to this Section 12.4be collected from any Indemnified Party by a Third Party (a “Third Party Claim”), such Indemnified Party shall give promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third Party Claim, notify the Indemnifying Party written notice thereof within 20 days after becoming aware in writing of such Third Party Claim. Any , the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such notice shall describe the Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, and any other material details pertaining thereto (a “Claim in reasonable detail. Notwithstanding the foregoingNotice”); provided, however, that the failure to timely give a Claim Notice shall affect the rights of any an Indemnified Party or other Person to give notice as provided in this Section 12.4 shall not relieve the Indemnifying Party of its obligations under this Section 12.4, except hereunder only to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnifying Party is actually prejudiced by with respect to such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 The Indemnifying Party shall have thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after the receipt of notice from an the Claim Notice (the “Notice Period”) to notify the Indemnified Party in accordance with Section 12.4(a) (or sooner, if whether it desires to defend the nature of Indemnified Party against such Third Party Claim so requires)Claim. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall notify have the right to defend the Indemnified Party of by appropriate proceedings and shall have the sole power to direct and control such defense, with counsel reasonably satisfactory to the Indemnified Party at its election whether expense. Once the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume has duly assumed the defense of a Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its expense unless (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently defend a Third Party Claim it has assumed the defense of, as provided in the first sentence of this Section 7.04(c). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third Party Claim on a basis that would result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iii) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (ii) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected obligation to assume its own defense; it being understood that the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an . The Indemnified Party of its election as provided in Section 12.4(b) such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may shall not settle or compromise any a Third Party Claim without the consent of the Indemnifying Party. No , which consent shall not be unreasonably withheld. (e) The Indemnified Party and the Indemnifying Party shall consent cooperate in order to entry ensure the proper and adequate defense of any judgment or enter into any settlement of any pending or threatened a Third Party Claim in respect of which any Indemnified Party is or could have been a party Claim, including by providing access to each other’s relevant business records and indemnity could have been sought hereunder by such Indemnified Party without other documents, and employees; it being understood that the consent reasonable costs and expenses of the Indemnified Party if relating thereto shall be Liabilities, subject to indemnification. (if) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such The Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to avoid production of confidential information (ii) such settlement does not include an unconditional release of such Indemnified Party from consistent with Applicable Law), and to cause all liability on claims that are the subject matter of such communications among employees, counsel and others representing any party to a Third Party ClaimClaim to be made so as to preserve any applicable attorney-client or work-product privileges.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified any third party shall make any claim or commence any arbitration proceeding or suit (collectively, a "Third Party shall receive notice Claim") against any one or otherwise learn more of the assertion of any Third Party Claim or of the commencement by any such Person of any Action Indemnified Parties with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant intends to this Section 12.4make any claim for indemnification against Licensor under SECTION 8.01 or against Licensee under SECTION 8.02, such Indemnified Party shall promptly give such written notice to the Indemnifying Party written notice thereof within 20 days after becoming aware of describing such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail, and the following provisions shall apply. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give provide notice as provided in accordance with this Section 12.4 subsection (a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4ARTICLE VIII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give provide notice. (b) An The Indemnifying Party may elect shall have 20 business days after receipt of the notice referred to defend in subsection (a) above to notify the Indemnified Party that it elects to conduct and to seek to settle or compromise), at control the defense of such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a) (or sooner, if the nature of such Third Party Claim so requires), If the Indemnifying Party shall notify does not give the Indemnified Party of its election whether foregoing notice, the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel defend, contest, settle or compromise such Third Party Claim in the exercise of its exclusive discretion subject to the provisions of subsection (c) below, and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to participate such Indemnified Parties in accordance with the other terms of this subsection (but not controlb) the defenseamount of any Expense or Loss resulting from their liability to the third party claimant. If the Indemnifying Party gives the foregoing notice, compromisethe Indemnifying Party shall have the right to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, and at its sole expense, the conduct and settlement of such Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith, provided that (i) the Indemnifying Party shall not thereby permit any lien, encumbrance or other adverse charge to thereafter attach to any asset of any Indemnified Party; (ii) the Indemnifying Party shall not thereby permit any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party to monitor such conduct or settlement thereofand shall provide the Indemnified Party and such counsel with such information regarding such Third Party Claim as either of them may reasonably request (which request may be general or specific), but the fees and expenses of such counsel (including allocated costs of in-house counsel and other personnel) shall be borne by the expense Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (2) the named parties to any such Third Party Claim include the Indemnified Party and the Indemnifying Party and in the reasonable opinion of counsel to the Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them, in either of which cases the reasonable fees and disbursements of counsel for such Indemnified Party except (including allocated costs of in-house counsel and other personnel) shall be reimbursed by the Indemnifying Party to the Indemnified Party; and (iv) the Indemnifying Party shall agree promptly to reimburse to the extent required under this ARTICLE VIII the Indemnified Party for the full amount of any Expense or Loss resulting from such Third Party Claim and all related expenses incurred by the Indemnified Party. In no event shall the Indemnifying Party, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment that does not include as set forth an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in the next sentencerespect of such claim. If the Indemnifying Party has elected to assume shall not have undertaken the conduct and control of the defense of the any Third Party Claim but has specifiedas provided above, the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Party to monitor the conduct or settlement of such claim by the Indemnified Party, and continues to assertthe Indemnified Party shall provide the Indemnifying Party and such counsel with such information regarding such Third Party Claim as either of them may reasonably request (which request may be general or specific), any reservations or exceptions in such notice, then, in any such case, the reasonable fees but all costs and expenses of one separate counsel for all Indemnified parties incurred in connection with such monitoring shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an So long as the Indemnifying Party elects is contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay or settle any such Third Party Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to assume responsibility for defending a pay or settle any such Third Party Claim, or fails to notify an provided that in such event the Indemnified Party shall waive any right to indemnity therefore by the Indemnifying Party, and no amount in respect thereof shall be claimed as an Expense or a Loss under this subsection (c). If the Indemnifying Party shall have undertaken the conduct and control of its election the defense of any Third Party Claim as provided above, the Indemnified Party, on not less than 30 days prior written notice to the Indemnifying Party, may make settlement (including payment in Section 12.4(bfull) of such Third Party Claim, and such settlement shall be binding upon the Parties for the purposes hereof, unless within said 30-day period the Indemnifying Party shall have requested the Indemnified Party may defend to contest such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless . In such event, the Indemnified Party shall promptly comply with such request and the Indemnifying Party has failed shall have the right to assume direct the defense of such claim or any litigation based thereon subject to all of the Third conditions of subsection (b) above. Notwithstanding anything in this subsection (c) to the contrary, if the Indemnified Party, in the belief that a claim may materially and adversely affect it other than as a result of money damages or other money payments, advises the Indemnifying Party Claim in accordance with that it has determined to settle a claim, the terms of this Agreement, no Indemnified Party may settle or compromise shall have the right to do so at its own cost and expense, without any Third Party Claim without requirement to contest such claim at the consent request of the Indemnifying Party. No , but without any right under the provisions of this subsection (c) for indemnification by the Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party ClaimParty.

Procedures for Indemnification of Third Party Claims. (a) If any third party notifies an Indemnified Party with respect to any matter that may give rise to a Claim for indemnification (a “Third Party Claim”) against the Indemnifying Party under this ARTICLE VIII, then the Indemnified Party shall receive notify the Indemnifying Party promptly thereof in writing (a “Claim Notice”) and in any event within fifteen (15) days after receiving notice or otherwise learn from a third party; provided that no delay on the part of the assertion of Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is actually prejudiced thereby. All Claim Notices shall describe with reasonable specificity the Third Party Claim or and the basis of the commencement Indemnified Party’s Claim for indemnification. Upon the Indemnified Party’s delivery of a Claim Notice, the Indemnifying Party shall be entitled to participate therein and, to the extent desired, to assume the defense thereof with counsel of its choice by any such Person providing the Indemnified Party with written notice within thirty (30) days of any Action with respect to which an receipt of a Claim Notice; provided that the Indemnifying Party may be obligated not assume such defense unless (i) it has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to provide indemnification satisfy the amount of any adverse monetary judgment that is reasonably likely to such result; and (ii) the Third Party Claim solely seeks (and continues to solely seek) monetary damages. If the Indemnifying Party provides the Indemnified Party pursuant with notice of its determination to this Section 12.4, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 days after becoming aware assume the defense of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 shall not relieve the Indemnifying Party of its obligations under this Section 12.4, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify control such Third Party Claim and shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense of its election whether the Third Party Claim, other than reasonable costs of investigation, unless the Indemnifying Party will does not actually assume responsibility for defending the defense thereof following notice of such election. Unless and until the Indemnifying Party notifies the Indemnified Party that it is assuming the defense of such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate undertake the defense of such Third Party Claim, by counsel and or other representatives of its own choosing (subject to the limitations on the Indemnifying Party’s obligations to indemnify as set forth in this ARTICLE VIII). The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control) the defense), compromiseat its own expense, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without which the consent of the Indemnifying Party. No Indemnifying other is defending as provided in this Agreement. (b) The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the prior written consent of the Indemnified Indemnifying Party. The Indemnifying Party if shall not consent to the entry of any judgment or enter into any settlement of any Third Party Claim that might give rise to liability of the other Party under this ARTICLE VIII without such Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. (ic) Upon the effect thereof is mutual written agreement of the Parties or the entry of a final and non-appealable order of a court of competent jurisdiction with respect to permit the amount of indemnifiable Losses for any injunctionBuyer Claim pursuant to this ARTICLE VIII, declaratory judgmentthe Buyer shall have the right and option (but not the obligation) to offset the amount of such Losses against the then outstanding principal amount of the Note, other order or other nonmonetary relief which shall be deemed to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release a prepayment of such Indemnified Party from all liability on claims that are the subject matter then outstanding principal amount of such Third Party Claimthe Note by the Buyer.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the CCU Group or the Entertainment Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 6.2 or Section 6.3, or any other Section of this Section 12.4Agreement or any Transaction Document, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 6.6(a) shall not relieve the Indemnifying Party of its obligations under this Section 12.4Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a6.6(a) (or sooner, if the nature of such Third Party Claim so requires), the an Indemnifying Party electing to defend a Third Party Claim shall notify the Indemnified Party of its election whether the Indemnifying Party will to assume responsibility for defending such Third Party ClaimClaim and shall agree and acknowledge in writing that if such Third Party Claim is adversely determined, which election shall specify any reservations such Indemnifying Party will have the obligation to indemnify the Indemnified Party in respect of all liabilities relating to, arising out of or exceptionsresulting from such Third Party Claim and that such Indemnifying Party irrevocably waives in full all defenses it may have to contest such obligation. After such notice and acknowledgment from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) 6.6(b), such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an a full, complete and unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Helix Group or the Cal Dive Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 5.2, Section 5.3 or Section 5.4, or any other Section of this Section 12.4Agreement or any Transaction Document, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 5.7(a) shall not relieve the Indemnifying Party of its obligations under this Section 12.4Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a5.7(a) (or sooner, if the nature of such Third Party Claim so requires), the an Indemnifying Party electing to defend a Third Party Claim shall notify the Indemnified Party of its election whether the Indemnifying Party will to assume responsibility for defending such Third Party ClaimClaim and shall acknowledge and agree in writing that if such Third Party Claim is adversely determined, which election shall specify any reservations such Indemnifying Party will have the obligation to indemnify the Indemnified Party in respect of all liabilities relating to, arising out of or exceptionsresulting from such Third Party Claim and that such Indemnifying Party irrevocably waives in full all defenses it may have to contest such obligation. After such notice and acknowledgment from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) 5.7(b), such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an a full, complete and unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member of either Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIM") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 4.1 or 4.2, or any other Section of this Section 12.4Agreement or any Ancillary Agreement (except as otherwise provided therein), such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days promptly after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person Indemnitee to give notice as provided in this Section 12.4 4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Agreement or any Ancillary Agreement, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, except as set out in clause (e), below, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counselcounsel (provided such counsel is reasonably acceptable to the Indemnitee), any Third Party Claim; provided that notwithstanding the foregoing, an Indemnitee may elect to defend any Excepted Third Party Claim and the Indemnifying Party shall have the right to elect to defend such Excepted Third Party Claim only if the Indemnitee does not elect to do so. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a4.4(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee, except as set forth in the next sentence. If In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, specified and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel (and one separate local counsel) for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 4.4(b), or in the case of an Excepted Third Party Claim, such Indemnified Party Indemnitee may defend such Third Party Claim at the reasonable cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim (including any Excepted Third Party Claim) without the consent of the Indemnifying Party. No Indemnifying Party shall consent (not to entry of be unreasonably withheld), unless such Indemnitee has waived any judgment or enter into any settlement of any pending or threatened Third Party Claim rights to indemnification hereunder in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim. (e) Without the consent of the Indemnitee (which consent shall not be unreasonably withheld), the Indemnifying Party shall not enter into or consent to any settlement or compromise of the Third Party Claim, unless such settlement or compromise involves only the payment of money damages concurrently with such settlement (and such amount is so paid by the Indemnifying Party), does not impose any equitable relief upon the Indemnitee or any of its Affiliates, or any of its or their respective officers or directors and contains an unconditional release of the Indemnitee, each of its Affiliates and each of its and their respective officers or directors in respect of such claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member of either Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIM") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 4.1 or 4.2, or any other Section of this Section 12.4Agreement or any Ancillary Agreement (except as otherwise provided therein), such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days promptly after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person Indemnitee to give notice as provided in this Section 12.4 4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Agreement or any Ancillary Agreement, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, except as set out in (e) below, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counselcounsel (provided such counsel is reasonably acceptable to the Indemnitee), any Third Party Claim; provided that, notwithstanding the foregoing, an Indemnitee may elect to defend any Excepted Third Party Claim and the Indemnifying Party shall have the right to elect to defend such Excepted Third Party Claim only if the Indemnitee does not elect to do so. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a4.4(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee, except as set forth in the next sentence. If In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, specified and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel (and one separate local counsel) for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 4.4(b), or in the case of an Excepted Third Party Claim, such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent (not to entry of be unreasonably withheld), unless such Indemnitee has waived any judgment or enter into any settlement of any pending or threatened Third Party Claim rights to indemnification hereunder in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim. (e) Without the consent of the Indemnitee (which consent shall not be unreasonably withheld), the Indemnifying Party shall not enter into or consent to any settlement or compromise of the Third Party Claim, unless such settlement or compromise involves only the payment of money damages concurrently with such settlement (and such amount is so paid by the Indemnifying Party), does not impose any equitable relief upon the Indemnitee or any of its Affiliates, or any of its or their respective officers or directors and contains an unconditional release of the Indemnitee, each of its Affiliates and each of its and their respective officers or directors in respect of such claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 11.2 or 11.3, or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 11.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.411, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (or, with respect to a Third partly Claim relating to Taxes to which Section 11.2(iii) applies, participate), and to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a11.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election Indemnitee whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 11.5(d), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense (including allocated costs of in-house counsel and other personnel) of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. . (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claimany Indemnitee.

Procedures for Indemnification of Third Party Claims. (a) 9.3.1 If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Third Party (including any Governmental Authority) of any Third Party Claim claim or of the commencement by any such Person Third Party of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 9.1, or any other Section of this Section 12.4Agreement (collectively, a “Third Party Claim”), such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 20 days forty-five (45) days) after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 9.3 shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article 9, except to the extent extent, and only to the extent, that such Indemnifying Party is actually materially prejudiced by such failure to give notice. (b) 9.3.2 An Indemnifying Party may elect (but shall not be required) to defend (and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counselcounsel (which counsel shall be reasonably satisfactory to the Indemnitee), any Third Party Claim; provided that the Indemnifying Party shall not be entitled to defend and shall pay the reasonable fees and expenses of one separate counsel for all Indemnitees if the claim for indemnification relates to or arises in connection with any criminal action, indictment or allegation. Within 30 forty-five (45) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a) 9.3.1 (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptionsexceptions to its defense. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth Indemnitee; provided, however, in the next sentence. If event that (a) the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such noticenotice or (b) the Third Party Claim involves injunctive or equitable relief, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) 9.3.3 If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 9.3.2, such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Any legal fees and expenses incurred by the Indemnitee in connection with defending such claim shall be paid by the Indemnifying Party at the then applicable regular rates charged by counsel, without regard to any flat fee or special fee arrangement otherwise in effect between such counsel and the Indemnitee. (d) 9.3.4 Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No If an Indemnifying Party has failed to assume the defense of the Third Party Claim within the time period specified in Section 9.3.2 above, it shall not be a defense to any obligation to pay any amount in respect of such Third Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability. 9.3.5 In the case of a Third Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party Indemnitee if (i) the effect thereof is (a) to permit any injunction, declaratory judgment, other order or other nonmonetary non-monetary relief to be entered, directly or indirectly indirectly, against any Indemnitee or (b) to ascribe any fault on any Indemnitee in connection with such Indemnified defense. 9.3.6 Notwithstanding the foregoing, the Indemnifying Party and (ii) such settlement shall not, without the prior written consent of the Indemnitee, settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a written release of such Indemnified Party from all liability on claims that are the subject matter Liability in respect of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Parent Group or the Wireless Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 6.2 or 6.3, or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and, if Parent is not the Indemnifying Party, Parent written notice thereof within 20 days after becoming aware receiving notice of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 6.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a6.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying -42- 48 Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as set forth in the next sentence. If The Indemnifying Party shall not have the right to admit Liability on behalf of the Indemnitee and shall not compromise or settle a Third Party Claim to the extent the compromise or settlement could prejudice the interests of the Indemnitee, without the express prior consent of the Indemnitee. In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) 6.5(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. . (e) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party Indemnitee (which shall not be unreasonably withheld) if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary non-monetary relief to be entered, directly or indirectly indirectly, against such Indemnified Party any Indemnitee. (f) The provisions of Section 6.5 and Section 6.6 shall not apply to Taxes (iiwhich are covered by the Tax Sharing Agreement) such settlement does not include an unconditional release or to the matters covered by Sections 7.2 and 7.3 hereof. (g) The parties may enter into one or more additional agreements providing for procedures and other matters relating to the handling of such Indemnified Party from all liability on claims that are the subject matter of such Third Party ClaimActions and related matters which shall be deemed Ancillary Agreements for purposes hereof.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive receives written notice or otherwise learn that a Person (including any Governmental Authority) that is not a member of the assertion of Leucadia Group or the Crimson Group has asserted any claim or commenced any Action (collectively, a “Third Party Claim or of the commencement by any such Person of any Action with respect to which Claim”) that may implicate an Indemnifying Party may be obligated Party’s obligation to provide indemnification to such Indemnified Party indemnify pursuant to Sections 5.2 or 5.3, or any other Section of this Section 12.4Agreement or any Ancillary Agreement, such the Indemnified Party shall give such provide the Indemnifying Party written notice thereof within 20 as promptly as practicable (and no later than 30 days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of such the Third Party Claim. Any such Such notice shall describe the Third Party Claim in reasonable detaildetail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of any an Indemnified Party or other Person to give provide notice as provided in accordance with this Section 12.4 5.5(a) shall not relieve the an Indemnifying Party of its indemnification obligations under this Section 12.4Agreement, except to the extent that such to which the Indemnifying Party is actually materially prejudiced by such the Indemnified Party’s failure to give noticeprovide notice in accordance with this Section 5.5(a). (b) An Subject to this Section 5.5(b), Section 5.5(c) and Section 5.5(e), an Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s its own expense and by such Indemnifying Party’s with its own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a5.5(a) (or sooner, if the nature of such the Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such the Third Party Claim, which election Claim and shall specify any reservations or exceptionsexceptions to its defense. After receiving notice from of an Indemnifying Party to an Indemnified Party of its Party’s election to assume the defense of a Third Party Claim, whether with or without any reservations or exceptions with respect to such defense, an Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the Indemnified Party shall be responsible for the fees and expenses of its counsel and, in any event, shall cooperate with the Indemnifying Party in such counsel shall be defense and make available to the expense of Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnified Party except Party’s possession or under such Indemnified Party’s control relating thereto as set forth in are reasonably required by the next sentenceIndemnifying Party. If the an Indemnifying Party has elected to assume the defense of the a Third Party Claim but has specifiedClaim, and continues to assert, whether with or without any reservations or exceptions with respect to such defense, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such notice, then, in Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnified Party for any such casefees or expenses incurred during the course of its defense of such Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. (c) Notwithstanding Section 5.5(b), if any Indemnified Party shall in good faith determine that there is an actual conflict of interest if counsel for the Indemnifying Party represented both the Indemnified Party and Indemnifying Party, then the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one separate counsel for all Indemnified parties shall Parties, unless the existence of an actual conflict of interest requires that more than one separate counsel be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properretained. (cd) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election within 30 days after the receipt of notice from an Indemnified Party as provided in Section 12.4(b5.5(b) such (or sooner, if the nature of the Third Party Claim so requires), the Indemnified Party may defend such the Third Party Claim at the cost and expense of the Indemnifying Party. In such case, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements without prejudice to its continuing rights to pursue indemnification hereunder. If the Indemnified Party is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all witnesses, information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party. (de) Unless Without the prior written consent of any Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this AgreementParty, which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnified Party may settle or compromise compromise, or seek to settle or compromise, any Third Party Claim; provided, however, in the event that the Indemnifying Party elects not to assume responsibility for defending a Third Party Claim without or fails to notify the Indemnified Party of its election within 30 days after the receipt of notice from the Indemnified Party as provided in Section 5.5(b) (or sooner, if the nature of the Third Party Claim so requires), the Indemnified Party shall have the right to settle or compromise such Third Party Claim in its sole discretion. Without the prior written consent of the Indemnifying any Indemnified Party. No , which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any if such Indemnified Party is or could have been a party to the pending or threatened Third Party Claim and indemnity could have been sought hereunder by indemnity pursuant to this Section 5.5, unless such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof judgment or settlement is to permit any injunctionsolely for monetary damages, declaratory judgmentand provides for a full, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party unconditional and (ii) such settlement does not include an unconditional irrevocable release of such that Indemnified Party from all liability on claims that are in connection with the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by any Person who is not a member of the EWS Group or the SNI Group of any Third Party Claim claim, or of the commencement by any such Person of any Action Action, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 4.02 or Section 4.03, or any other Section of this Section 12.4Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 30 days after becoming aware such Indemnified Party received notice of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail, including, if known, the amount of the Liability for which indemnification may be available. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 4.05(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article IV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Other than in the case of a Shared Contingent Loss as addressed in Sections 4.05(f) and 4.05(g), an Indemnifying Party may elect (but is not required) to defend (assume the defense of and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Third-Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a4.05(a) (or sooner, if the nature of such Third Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an If, in such notice, the Indemnifying Party to an Indemnified Party of its election elects to assume the defense of a Third Third-Party Claim, such the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense solely of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If Other than in the case of a Shared Contingent Loss, as addressed in Sections 4.05(f) and 4.05(g), if an Indemnifying Party elects not to assume responsibility for defending a Third Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) 4.05(b), such Indemnified Party may defend such Third Third-Party Claim at the cost and expense of the Indemnifying Party; provided, that in the event of any such failure to notify, the Indemnifying Party may thereafter assume the defense of such Third-Party Claim upon notice to the Indemnified Party (but the cost and expense of such Indemnified Party in defending such Third-Party Claim incurred from the last day of the notice period under Section 4.05(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid by the Indemnifying Party). (d) Unless the Indemnifying Party has failed to assume the defense of the Third Third-Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Third-Party Claim that is not a Shared Contingent Loss without the consent of the Indemnifying Party. No Indemnified Party may settle or compromise any Third Party Claim that is a Shared Contingent Loss without the consent of the Indemnifying Party that is entitled to or has assumed the defense of such Third Party Claim. (e) The Indemnifying Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 4.05(b) or Section 4.05(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article IV shall be binding on the Indemnified Party, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, in the case of a Third-Party Claim that is not a Shared Contingent Loss, the Indemnifying Party shall not have the right to admit culpability on behalf of the Indemnified Party and shall not compromise or settle a Third-Party Claim unless the compromise or settlement includes, as a part thereof, an unconditional release of the Indemnified Party from Liability with respect to such Third-Party Claim and does not require the Indemnified Party to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy, in each case without the express prior consent of the Indemnified Party (not to be unreasonably withheld or delayed). In the case of a Third-Party Claim that is a Shared Contingent Loss, the Indemnifying Party that has assumed the defense of such Third-Party Claim (i) shall not compromise or settle such Third-Party Claim without the consent of the Indemnified Party unless the compromise or settlement includes, as a part thereof, an unconditional release of the Indemnified Party from Liability with respect to such Third-Party Claim and does not require the Indemnified Party to make any payment that is not fully indemnified under this Agreement and (ii) shall not consent to entry of any judgment or enter into any settlement of any pending or threatened Third such Third-Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is (x) to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against any Indemnified Party, (y) to admit culpability on behalf of the Indemnified Party or (z) to subject the Indemnified Party to any non-monetary remedy; provided, however, the Indemnifying Party shall not need to obtain the consent of the Indemnified Party if the Indemnified Party is insolvent. (f) If the Indemnifying Party receiving any notice pursuant to Section 4.05(a) or the Indemnified Party believes that the Third-Party Claim is or may be a Shared Contingent Loss, such Indemnified Party or other Party may make a Determination Request at any time following any notice given by the Indemnified Party to the Indemnifying Party. EWS shall be entitled (but not obligated) to assume the defense of such Third-Party Claim as if it were the Indemnifying Party hereunder until a determination on whether such Third-Party Claim is a Shared Contingent Loss. In any such event, EWS shall be entitled to reimbursement of all the costs and expenses of such defense once a final determination or acknowledgment is made as to the status of the Third-Party Claim; provided, that, if such Third-Party Claim is determined to be a Contingent Loss of EWS, EWS shall be responsible for all such costs and expenses and if such Third-Party Claim is determined to be a Shared Contingent Loss, such costs and expenses shall be shared as provided in Section 4.05(g). If it is determined by the Parties or the Contingent Claim Committee that the Third-Party Claim is a Shared Contingent Loss, the Indemnifying Party determined to have a majority of the Shared Percentage of such Shared Contingent Loss shall assume the defense of such Third-Party Claim; provided, that such Indemnifying Party is solvent. If the Indemnifying Party with a majority of the Shared Contingent Loss is insolvent, the Indemnifying Party with less than a majority of the Shared Contingent Loss shall be entitled (iibut not obligated) to assume the defense of such Third-Party Claim. (g) The costs and expenses of assuming the defense of any Third-Party Claim that is a Shared Contingent Loss (subject to Section 4.05(c)), and/or seeking to settle or compromise (subject to Section 4.05(d)) shall be included in the calculation of the amount of the applicable Shared Contingent Loss in determining the reimbursement obligations of the other Party with respect thereto pursuant to Section 6.03. Except as contemplated by the last sentence of Section 4.05(f), any Indemnified Party in respect of a Shared Contingent Loss shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement does not include an unconditional release thereof, but all fees and expenses of such counsel shall be the expense of such Indemnified Party from all liability on claims that are the subject matter of such Third Party ClaimParty.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by any Person who is not a member of the ADP Group or the Dealer Group of any Third Party Claim claim, or of the commencement by any such Person of any Action Action, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 6.1 of this Section 12.4Agreement (collectively, a “Third Party Claim”), such Indemnified Party shall give such Indemnifying Party prompt written notice thereof and, in any event, within 20 ten (10) days after becoming aware such Indemnified Party received notice of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail, including, if known, the amount of the liability for which indemnification may be available. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 6.2(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.4Article V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect (but is not required) to defend (assume the defense of and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a6.2(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending control of the defense of such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an If, in such notice, the Indemnifying Party to an Indemnified Party of its election elects to assume the defense of a Third Party Claim, such the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense solely of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If If, in such notice, an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) 6.2(b), such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying PartyParty (subject to the terms and conditions of this Agreement). (d) Unless the The Indemnifying Party has failed shall not have the right to assume compromise or settle a Third Party Claim the defense of which it shall have assumed pursuant to Section 6.2(b) except with the consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). Any such settlement or compromise made or caused to be made of a Third Party Claim in accordance with this Article V shall be binding on the Indemnified Party in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. For the avoidance of doubt, the Indemnified Party’s failure to consent to any such settlement or compromise shall be deemed unreasonable if such settlement or compromise (1) provides for an unconditional release of the Indemnified Party from liability with respect to such Third Party Claim and (2) does not require the Indemnified Party to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy. If the Indemnified Party unreasonably withholds a consent required by this Section 6.2(d) to the terms of this Agreement, no a compromise or settlement of a Third Party Claim proposed to the Indemnified Party may settle by the Indemnifying Party, the Indemnifying Party’s obligation to indemnify the Indemnified Party for such Third Party Claim (if applicable) shall not exceed the total amount that had been proposed in such compromise or compromise settlement offer plus the amount of all expenses incurred by the Indemnified Party with respect to such Third Party Claim through the date on which such consent was requested. (e) In the event of payment by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim without the consent of the Indemnifying Party. No Claim, such Indemnifying Party shall consent be subrogated to entry and shall stand in the place of such Indemnified Party as to any judgment events or enter into any settlement of any pending or threatened Third Party Claim circumstances in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is may have any right, defense or claim relating to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party ClaimClaim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party 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, defense or claim. (f) All amounts required to be paid pursuant to this Article VI shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the Indemnified Party.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Noble Group or the Paragon Group of any Third Party Claim claims or of the commencement by any such Person of any Action (each such claim or Action, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 3.3 or 3.4, or any other Section of this Section 12.4Agreement, such Indemnified Party Indemnitee shall promptly give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claimthereof. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.4 3.7(a) shall not relieve the applicable Indemnifying Party of its obligations under this Section 12.4Article III, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 12.4(a3.7(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. The failure to give such notice of election by the end of the 30-day period shall be deemed a rejection of the opportunity to assume responsibility. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party ClaimClaim (or in the case where Noble, as the Indemnitee or on behalf of a member of the Noble Group as the Indemnitee, elects to defend a Third Party Claim pursuant to paragraph (c)(i) or (c)(ii), after notice from Noble to the Indemnifying Party), such Indemnified Party non-defending party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except as set forth non-defending party. (c) Notwithstanding anything to the contrary in Section 3.7(b), Noble, in its sole discretion, upon written notice delivered to Paragon at any point during the next sentence. If the Indemnifying Party has elected to assume the defense pendency of the a Third Party Claim but (which notice shall include Noble’s basis for electing to defend such Third Party Claim and whether or not Noble has specified, and continues to assert, any reservations or exceptions in with respect to such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim), may elect to defend or fails assume the defense of (and to notify settle or compromise or to reject any proposed settlement or compromise) any Third Party Claim (or series of related Third Party Claims): (i) that relates in any way to the Paragon Business or the Paragon Liabilities if a member of the Noble Group is named a party thereto and if (x) Noble’s general counsel determines in good faith that the ability of a member of the Noble Group to conduct its business could be impaired in any significantly adverse manner as a result of any injunctive relief sought or (y) an Indemnified Party adverse resolution of its election as provided in Section 12.4(b) such Indemnified Party may defend such Third Party Claim at (or series of related Third Party Claims) presents in the cost and expense good faith judgment of Noble’s General Counsel a reasonable risk of having a material adverse effect on the business, operations, financial condition, results of operations or prospects of the Indemnifying Party. Noble Group, taken as a whole, in which case (dA) Unless Noble or one of its Subsidiaries shall pay all costs and expenses incurred in connection with the defense of such Third Party Claim if Noble or one of its Subsidiaries is the Indemnifying Party has failed with respect to such Third Party Claim or (B) such costs and expenses shall be included in Noble’s or one of its Subsidiaries’ Losses if Paragon or one of its Subsidiaries is the Indemnifying Party with respect to such Third Party Claim; or (ii) with respect to which both Parties, or a member of the Paragon Group and a member of the Noble Group, may be Indemnifying Parties, and to which paragraph (i) above does not apply and as to which, in the good faith judgment of the General Counsel of Noble the portion of the aggregate Liability that is the responsibility of the Noble Group (after taking into account indemnification obligations hereunder) equals or exceeds the portion of such Liability that is the responsibility of the Paragon Group. Noble shall have the right to settle or compromise (or the right to approve or reject any proposed settlement or compromise) any Third Party Claim described above in clause (c)(i) or (ii) even if it does not elect to defend or assume the defense of such Third Party Claim. Regardless of whether Noble elects to defend or assume the defense of the Third Party Claim described in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim.this

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the GE Group or the Company Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 6.2, Section 6.3 or Section 6.4, or any other Section of this Section 12.4Agreement or any Transaction Document, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 twenty (20) days after becoming aware of such Third Third-Party Claim. Any such notice shall describe the Third Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 6.7(a) shall not relieve the Indemnifying Party of its obligations under this Section 12.4Article VI, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Third-Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a6.7(a) (or sooner, if the nature of such Third Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Third-Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Third-Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 12.4(b) 6.7(b), such Indemnified Party may defend such Third Third-Party Claim at the cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Third-Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Third-Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Third-Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Third-Party Claim. (e) The provisions of this Section 6.7 shall not apply to Taxes (which are covered by the Tax Sharing and Separation Agreement).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion of any Third a Third-Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to this Section 12.4Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party reasonable written notice thereof within 20 days as soon as reasonably practicable after becoming aware of such Third Third-Party Claim. Any The failure to give such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.4 shall not relieve the related Indemnifying Party of its obligations under this Section 12.4ARTICLE IV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give noticefailure. (b) An The Indemnifying Party may elect shall have the right, exercisable by written notice to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within the Indemnitee within 30 calendar days after the receipt of notice from an Indemnified Party in accordance with Section 12.4(a) Indemnitee (or sooner, if the nature of such Third Third-Party Claim so requires), to assume and conduct the defense of such Third-Party Claim with counsel selected by the Indemnifying Party shall notify and reasonably acceptable to the Indemnified Indemnitee; provided, however, that (i) the defense of such Third-Party of its election whether Claim by the Indemnifying Party will assume responsibility for defending such Third not, in the reasonable judgment of the Indemnitee, affect the Indemnitee or any of its controlled affiliates in a materially adverse manner and (ii) the Third-Party ClaimClaim solely seeks (and continues to seek) monetary damages (the conditions set forth in this proviso, which election shall specify any reservations or exceptionsthe “Litigation Condition”). After notice from an If the Indemnifying Party to an Indemnified Party of its election elects not to assume the defense of a Third Third-Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in Claim (but or is not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected permitted to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses due to the extent that it establishes that such reservations and exceptions were proper. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party ClaimLitigation Condition), or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 12.4(b) election, such Indemnified Party Indemnitee may defend such Third Third-Party Claim at the cost and expense of the Indemnifying Party. (d) Unless . If the Indemnifying Party has failed elects (and is permitted) to assume the defense of a Third-Party Claim, the Third Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party with respect to the defense of such Third-Party Claim. (c) If the Indemnifying Party elects (and is permitted) to assume the defense of a Third-Party Claim in accordance with the terms of this Agreement, no Indemnified the Indemnifying Party will not be liable for any additional legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (i) the Litigation Condition ceases to be met or (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may settle assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or compromise expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, shall have the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third Third-Party Claim without that the consent of other is defending as provided in this Agreement. In the event, however, that such Indemnitee reasonably determines that representation by counsel to the Indemnifying Party. Party of both such Indemnifying Party and the Indemnitee could reasonably be expected to present such counsel with a conflict of interest, then the Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party will pay the reasonable fees and expenses of such counsel. (d) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Third-Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if applicable Indemnitee or Indemnitees; provided, however, that such Indemnitee(s) shall be required to consent to entry of judgment or to such settlement that (i) contains no finding or admission of any violation of Law or any violation of the effect thereof is to permit rights of any injunctionPerson, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an involves only monetary relief which the Indemnifying Party has agreed to pay and (iii) includes a full and unconditional release of such Indemnified the Indemnitee. (e) Whether or not the Indemnifying Party from all liability on claims that are assumes the subject matter defense of such Third a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld or delayed).