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 of the assertion by any Person who is not a member of the EWS Group or the SNI Group of any 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 Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), such Indemnified Party shall give such Indemnifying Party written notice thereof within 30 days after 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 10.03(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, 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 assume the defense of and defend, 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 10.03(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. If, in such notice, the Indemnifying Party elects to assume the defense of a Third-Party Claim, 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. (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 10.03(b), such Indemnified Party may defend such 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 10.03(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-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. (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 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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).

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 Person Governmental Authority) who is not a member of the EWS Sunoco Group or the SNI SunCoke Group of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 5.2 or Section 10.025.3, or any other Section of this Agreement or any other Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 20 days after such Indemnified Party received notice becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, 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 5.5(a). (b) An Indemnifying Party may elect to defend (but is not required) and, unless the Indemnifying Party has specified any reservations or exceptions, to assume the defense of and defendseek 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 10.03(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Party Claim, the Indemnified Party such 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 solely of such Indemnified Indemnitee except as set forth in the next sentence. 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 Indemnitees shall be borne by the Indemnifying Party. (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 10.03(b5.5(d), such Indemnified Party Indemnitee may defend such 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 10.03(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-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) The Indemnifying Party shall have In the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made case of a Third-Party Claim in accordance with this Article X shall be binding on the Indemnified PartyClaim, 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, the no Indemnifying Party shall not have the right consent to admit culpability on behalf entry of any judgment or enter into any settlement of the Indemnified Party and shall not compromise or settle a Third-Party Claim unless without the compromise or settlement includes, as a part thereof, an unconditional release consent of the Indemnified Party from Liability with respect Indemnitee if the effect thereof is to such Third-Party Claim and does not require the Indemnified Party to make permit any payment that is not fully indemnified under this Agreement injunction, declaratory judgment, other order or to be subject to any other non-monetary remedy, in each case without the express prior consent of the Indemnified Party (not relief to be unreasonably withheld entered, directly or delayedindirectly against any Indemnitee. (f) The above provisions of this Section 5.5 and the provisions of Section 5.6 do not apply to Taxes (Taxes being 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 If, at or after the date of this Agreement, an Indemnified Party Indemnitee shall receive written notice from, or otherwise learn of the assertion by by, a Person (including any Person Governmental Authority) who is not a member of the EWS HHH Group or the SNI Seaport Entertainment Group (a “Third Party”) of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 5.2 or Section 10.025.3, or any other Section of this Agreement or or, subject to Section 5.13, any Specified Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 fourteen (14) days after such Indemnified Party received notice of receipt of such Third-Party Claimwritten notice. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, except to the extent that such to which the Indemnifying Party is actually was prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 5.5(a). (b) An Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (but is not required) and to assume the defense of and defendseek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, any that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party ClaimClaim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Party Claim, the Indemnified Party such 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 solely of such Indemnified PartyIndemnitee except as otherwise expressly set forth herein. (c) If 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 Indemnitee 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. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party ClaimClaim pursuant to Section 5.5(b), or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 10.03(b)within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnified Party may defend 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 at the cost and expense of in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party; provided, that in the event of any such failure elect to notify, the Indemnifying Party may thereafter assume take over the defense of such Third-Party Claim upon notice to if (i) in its exercise of reasonable business judgment, the Indemnified Indemnitee determines that the Indemnifying Party (but the cost and expense of such Indemnified Party in is not defending such Third-Party Claim incurred from 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-Party Claim (other than as contemplated by the 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. In addition to the foregoing and the last day sentence of Section 5.5(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party 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 employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the notice period under Section 10.03(b) until such date as applicable Third-Party Claim, and the Indemnifying Party shall assume bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) 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 or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) 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, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim shall be paid 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 and the last sentence of Section 5.5(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party)Party 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 employ separate counsel (including local counsel as appropriate) 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 such counsel and local counsel (as appropriate) for all Indemnitees. (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 Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the Indemnifying other 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 Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. 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. (eg) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall have establish a procedure reasonably acceptable to the right Indemnitee to compromise or settle a keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and Indemnitee when any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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 is closed, regardless of whether such Third-Party to make any payment that is not fully indemnified under this Agreement Claim was resolved by settlement, verdict, dismissal 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)otherwise.

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 Person Governmental Authority) who is not a member of Person in the EWS Cellectis Group or the SNI Company Group of any 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 Indemnitee pursuant to Section 10.01 4.03 or Section 10.024.04, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Third Party Claim”), such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 30 days 45 days) after such Indemnified Party received notice becoming aware 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 Indemnitee or other Person to give notice as provided in this Section 10.03(a4.06(a) shall not relieve the related Indemnifying Party of its obligations under this Article X4, 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) An Indemnifying Party may elect (but is shall not be required) to assume the defense of and 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-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 45 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a4.06(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 whether the Indemnifying Party will assume responsibility for defending such Third-Third Party Claim, which election shall specify any reservations or exceptionsexceptions to its defense. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, the Indemnified Party such 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 solely of such Indemnified Indemnitee; provided, however, in the 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 notice 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 Indemnitees shall be borne by the Indemnifying Party. (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 10.03(b4.06(b), such Indemnified Party Indemnitee may defend such Third-Third Party Claim at the cost and expense of the Indemnifying Party; provided, that . Any legal fees and expenses actually incurred by the Indemnitee 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 connection with defending such Third-Party Claim incurred from the last day of the notice period under Section 10.03(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim 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 Indemnitee may settle or compromise any Third-Third Party Claim without the consent of the Indemnifying Party. If an Indemnifying Party has failed to assume the defense of the Third Party Claim within the time period specified in clause (b) 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. (e) The In the case of a Third Party Claim, no Indemnifying Party shall have consent to entry of any judgment or enter into any settlement of the right to compromise or settle a Third-Third Party Claim without the defense consent of which it shall have assumed pursuant the Indemnitee if the effect thereof is (i) to Section 10.03(b) permit any injunction, declaratory judgment, other order or Section 10.03(c) and any such settlement or compromise made or caused other non-monetary relief to be made of a Third-Party Claim entered, directly or indirectly, against any Indemnitee or (ii) to ascribe any fault on any Indemnitee in accordance connection with this Article X 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. defense. (f) Notwithstanding the foregoing sentenceforegoing, 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 includesnot, 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 written consent of the Indemnified 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 be unreasonably withheld or delayed)the Indemnitee of a written release from all 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 Person Governmental Authority) who is not a member of the EWS BOLC Group or the SNI NUVOLA Group of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 4.1 or Section 10.024.2, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and each party to this Agreement, written notice thereof within 30 twenty (20) days after such Indemnified Party received notice becoming aware of such Third-Third Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail, including, if known, the amount . If any Person shall receive notice or otherwise learn of the Liability for assertion of a Third Party Claim which indemnification may reasonably be availabledetermined to be a Shared Contingent Liability, such Person shall give each other party to this Agreement 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 10.03(a4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Article X4, 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 (but is not required) and, unless the Indemnifying Party has specified any reservations or exceptions, to assume the defense of and defendseek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third-Third Party Claim; 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, such 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 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a4.4(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, the Indemnified Party such 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 solely of such Indemnified Indemnitee except as set forth in the next sentence. 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 Indemnitees shall be borne by the Indemnifying Party. (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 10.03(b4.4(b), such Indemnified Party Indemnitee may defend such Third-Third Party Claim at the cost and expense (not including allocated costs of in-house counsel and other in-house personnel) 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 10.03(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 Indemnitee may settle or compromise any Third-Third Party Claim without the consent of the Indemnifying Party. (e) The No Indemnifying Party shall have consent to entry of any judgment or enter into any settlement of the right to compromise or settle a Third-Third Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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 Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other similar order or other similar nonmonetary relief to be unreasonably withheld entered, directly or delayed)indirectly, against any Indemnitee.

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 who is not a member of the EWS Group or the SNI Group of any claim, or of the commencement by any such Person of any Action, Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within as soon as reasonably practicable, but no later than 30 days after such Indemnified Party received notice becoming aware 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 Indemnitee or other Person to give notice as provided in this Section 10.03(a5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article XVI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An The Indemnifying Party may elect (but is not required) shall have the right, exercisable by written notice to assume the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. Within Indemnitee within 30 calendar days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a5.05(a) (or sooner, if the nature of such 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 (i) the defense of such Third-Party of its election whether Claim by the Indemnifying Party will assume responsibility for defending such 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. Ifcollectively, in such notice, the “Litigation Conditions”). (c) If the Indemnifying Party elects not to assume the defense of a Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate Claim 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. (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 10.03(b5.05(b), such Indemnified Party Indemnitee may defend such 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 10.03(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 If the 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 the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party 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 in accordance with the 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 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-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 Third-Party Claim without the consent of the 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 PartyParty 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, against any Indemnitee. (eg) The Whether or not the Indemnifying Party shall have the right to compromise or settle a Third-Party Claim assumes the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance Claim, no Indemnitee shall admit any liability with this Article X shall be binding on the Indemnified Partyrespect to, 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 sentencesettle, 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 includesdischarge, 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 Indemnifying Party’s prior written consent of the Indemnified Party (such consent not to be unreasonably withheld or delayed).

Procedures for Indemnification of Third Party Claims. (a) If If, at or after the date of this Agreement, an Indemnified Party Indemnitee shall receive written notice from, or otherwise learn of the assertion by by, a Person (including any Person Governmental Entity) who is not a member of the EWS TFMC Group or the SNI TEN Group (a “Third Party”) of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 3.2 or Section 10.023.3, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 fourteen (14) days after such Indemnified Party received notice of receipt of such Third-Party Claimwritten notice. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a3.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, 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 3.5(a). (b) An Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (but is not required) and to assume the defense of and defendseek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, any Third-that the Indemnifying Party Claimwill not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(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 shall assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. If, in such notice, the . (c) If an Indemnifying Party elects 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 Indemnified defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee 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. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election 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 in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 3.5(b), an 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 Third-Party 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-Party Claim (other than as contemplated by the 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. (e) 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 or that is not permitted to elect or defend pursuant to Section 3.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) 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 3.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, 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 and the last sentence of Section 3.2(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party 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 employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but of the fees and expenses of such counsel shall be the expense solely of such Indemnified Party. (c) If an Indemnifying Party elects not to assume responsibility for defending a applicable Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 10.03(b), such Indemnified Party may defend such 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 10.03(b) until such date as the Indemnifying Party shall assume bear the defense reasonable fees and expenses of one such Third-Party Claim shall be paid by the Indemnifying Party)counsel and local counsel (as appropriate) for all Indemnitees. (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 Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the Indemnifying other 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 Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. 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. (eg) The provisions of this Section 3.5 (other than this Section 3.5(g)) and the provisions of Section 3.6 (other than Section 3.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall have establish a procedure reasonably acceptable to the right Indemnitee to compromise or settle a keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and Indemnitee when any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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 is closed, regardless of whether such Third-Party to make any payment that is not fully indemnified under this Agreement Claim was resolved by settlement, verdict, dismissal 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)otherwise.

Procedures for Indemnification of Third Party Claims. (a) If If, at or after the date of this Agreement, an Indemnified Party Indemnitee shall receive written notice from, or otherwise learn of the assertion by by, a Person (including any Person Governmental Authority) who is not a member of the EWS Illumina Group or the SNI GRAIL Group (a “Third Party”) of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 5.2 or Section 10.025.3, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 fourteen (14) days after such Indemnified Party received notice of receipt of such Third-Party Claimwritten notice. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, except to the extent that such to which the Indemnifying Party is actually was prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 5.5(a). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly after the receipt thereof by the Indemnitee, copies of any and all additional written notices and documents (including court papers) received by the Indemnitee from the Third Party relating to the Third-Party Claim. (b) An Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (but is not requiredand to seek to settle or compromise) to assume the defense of and defendany such Third-Party Claim, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, any that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party ClaimClaim in the event that defense of such Third-Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a5.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee in writing 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. If, in such notice, and if the Indemnifying Party elects to assume such responsibility then the notice must include an express and irrevocable acknowledgment from the Indemnifying Party of its obligation to indemnify such Third-Party Claim fully. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, the Indemnified Party such 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 solely of such Indemnified PartyIndemnitee except as otherwise expressly set forth herein. (c) If 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 Indemnitee 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. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party ClaimClaim pursuant to Section 5.5(b) or Section 5.5(d), or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 10.03(b)within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnified Party may defend Indemnitee shall have the right to control the defense of (and to seek to settle or compromise) 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 at the cost and expense of in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party; provided, that in the event of any such failure elect to notify, the Indemnifying Party may thereafter assume take over the defense of such Third-Party Claim upon notice to if (i) in its exercise of reasonable business judgment, the Indemnified Indemnitee determines that the Indemnifying Party (but the cost and expense of such Indemnified Party in is not defending such Third-Party Claim incurred from 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-Party Claim (other than as contemplated by the 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, (iv) the Third-Party Claim relates to or arises in connection with any criminal Action or (v) the Third-Party Claim seeks an injunction, non-monetary relief or business restriction imposed against the Indemnitee. In addition to the foregoing and the last day sentence of Section 5.2(a)(ii) and the last sentence of Section 5.5(e), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party 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 employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the notice period under Section 10.03(b) until such date as applicable Third-Party Claim, and the Indemnifying Party shall assume bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) Subject to the last sentence of Section 5.5(d), 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 or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) 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. Other than where there is (or there is reasonably likely to be, in the determination of the Party controlling the defense of the Third-Party Claim) a direct claim by the Party controlling the defense of the Third-Party Claim on substantially the same subject matter as the Third-Party Claim, the Party not controlling the defense of the Third-Party Claim shall cooperate with the Party that is controlling the defense of such Third-Party Claim shall be paid by in such defense and make reasonably available to the controlling Party, at the Indemnifying Party). (d) Unless the Indemnifying Party has failed to assume the defense of the ’s expense if such Third-Party Claim is subject to indemnification, all witnesses, information and materials in accordance with such Party’s possession or under such Party’s control relating thereto as are reasonably required by the terms controlling Party, subject to bona fide claims of this Agreement, no Indemnified Privilege. (f) The Indemnifying Party may not settle or compromise any Third-Party Claim for which the Indemnifying Party is controlling the defense without the prior written consent of the Indemnitee, which consent may not be unreasonably withheld, conditioned or delayed, provided that consent is not required if such settlement or compromise is solely for monetary damages that will be fully indemnified pursuant to this Article V, does not involve any finding or determination of Liability (other than monetary damages), wrongdoing or violation of Law by the Indemnitee and provides for a full, unconditional and irrevocable release of the Indemnitee, the members of the Indemnitee’s Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. An Indemnitee may not settle or compromise any Third-Party Claim for which it is seeking or will seek indemnification hereunder, without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld, conditioned or delayed. 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 forty-five (45) days (or, to the extent the Party receiving such proposal is informed of the applicable deadline within a reasonable time to respond, 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. (eg) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall have establish a procedure reasonably acceptable to the right Indemnitee to compromise or settle a keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and Indemnitee when any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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 is closed, regardless of whether such Third-Party to make any payment that is not fully indemnified under this Agreement Claim was resolved by settlement, verdict, dismissal 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)otherwise.

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 who is not a member of the EWS Group or the SNI Group of any claim, or of the commencement by any such Person of any Action, Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within as soon as reasonably practicable, but no later than 30 calendar days after such Indemnified Party received notice becoming aware 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 Indemnitee or other Person to give notice as provided in this Section 10.03(a6.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article XVI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An The Indemnifying Party may elect (but is not required) shall have the right, exercisable by written notice to assume the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. Within Indemnitee within 30 calendar days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a6.05(a) (or sooner, if the nature of such 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 (i) the defense of such Third-Party of its election whether Claim by the Indemnifying Party will assume responsibility for defending such 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 exceptions. If, in such notice, the “Litigation Condition”). (c) If the Indemnifying Party elects not to assume the defense of a Third-Party Claim, the 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 solely of such Indemnified Party. (c) If an Indemnifying Party elects not permitted to assume responsibility for defending the defense of a Third-Party ClaimClaim as a result of the Litigation Condition not being met with respect thereto) in accordance with this Agreement, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 10.03(b6.05(b), such Indemnified Party Indemnitee may defend such 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 10.03(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 If the Indemnifying Party has failed elects (and is permitted) to assume the defense of the 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 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 in accordance with the 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 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-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 Third-Party Claim without the consent of the 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 PartyParty 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, against any Indemnitee. (eg) The Whether or not the Indemnifying Party shall have the right to compromise or settle a Third-Party Claim assumes the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance Claim, no Indemnitee shall admit any liability with this Article X shall be binding on the Indemnified Partyrespect to, 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 sentencesettle, 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 includesdischarge, 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 Indemnifying Party’s prior written consent of the Indemnified Party (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 any Person who is not a member of the EWS Group or the SNI Group of any claim, or of the commencement by any such Person of any Action, Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within as soon as reasonably practicable, but no later than 30 days after such Indemnified Party received notice becoming aware 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 Indemnitee or other Person to give notice as provided in this Section 10.03(a6.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article XVI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An The Indemnifying Party may elect (but is not required) shall have the right, exercisable by written notice to assume the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. Within Indemnitee within 30 calendar days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a6.05(a) (or sooner, if the nature of such 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 (i) the defense of such Third-Party of its election whether Claim by the Indemnifying Party will assume responsibility for defending such 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. Ifcollectively, in such notice, the “Litigation Conditions”). (c) If the Indemnifying Party elects not to assume the defense of a Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate Claim 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. (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 10.03(b6.05(b), such Indemnified Party Indemnitee may defend such 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 10.03(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 If the 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 the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party 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 in accordance with the 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 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-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 Third-Party Claim without the consent of the 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 PartyParty 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, against any Indemnitee. (eg) The Whether or not the Indemnifying Party shall have the right to compromise or settle a Third-Party Claim assumes the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance Claim, no Indemnitee shall admit any liability with this Article X shall be binding on the Indemnified Partyrespect to, 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 sentencesettle, 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 includesdischarge, 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 Indemnifying Party’s prior written consent of the Indemnified Party (such consent not to be unreasonably withheld or delayed).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified any Third Party shall receive notice of the assertion by make any Person who is not a member of the EWS Group claim or the SNI Group of commence any arbitration proceeding or suit (each such claim, proceeding 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 Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, suit being a “Third-Party Claim”)) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against Columbia under Section 8.2 or against NiSource under Section 8.3, such Indemnified Party shall give such Indemnifying promptly, but in no event later than 10 days after receipt by the Indemnified Party of written notice thereof within 30 days after such Indemnified Party received notice of such the Third-Party Claim. Any , give written notice to the Indemnifying Party describing 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 provide notice as provided in accordance with this Section 10.03(a8.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article XVIII, 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 (but is not requiredshall have 30 days after receipt of the notice referred to in Section 8.6(a) to assume notify the Indemnified Party that it elects to conduct and control the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. Within 30 days after If the receipt of notice from an Indemnifying Party does not give the foregoing notice, the Indemnified Party shall have the right to defend, contest, settle or compromise such Third-Party Claim in the exercise of its exclusive discretion subject to the provisions of this Section 8.6, and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to such Indemnified Parties in accordance with the other terms of this Section 10.03(a8.6(b) the amount of any Expense or Loss subject to indemnification hereunder resulting from such Third-Party Claim. If the Indemnifying Party gives the foregoing notice within such 30-day period, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, and at the Indemnifying Party’s 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, however, that: (i) the Indemnifying Party shall use its reasonable best efforts to prevent any lien, encumbrance or soonerother adverse charge to thereafter attach to any asset of any Indemnified Party; (ii) the Indemnifying Party shall use its reasonable best efforts to prevent any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and any counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party to monitor such conduct or settlement and shall provide the Indemnified Party and any such counsel with such information regarding such Third-Party Claim as either of them may reasonably request (which request may be general or specific), if but the nature fees and expenses of such counsel chosen by the Indemnified Party (but not more than one separate counsel for all Indemnified Parties similarly situated) shall be borne by the Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed that the Indemnifying Party should pay for such counsel, (B) in the Indemnified Party’s reasonable judgment a conflict of interest exists in respect of such Third-Party Claim so requiresor (C) the Indemnifying Party shall have assumed responsibility for such Third-Party Claim without any reservations or exceptions; 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. (c) If the Indemnifying Party shall not have undertaken the conduct and control of the defense of any Third-Party Claim as provided in Section 8.6(b), the Indemnifying Party shall notify nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Party to monitor the conduct or settlement of its election whether such claim by the Indemnified Party, and the 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), but all costs and expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party. (d) Subject to Section 8.6(e), no Indemnifying Party will assume responsibility for defending consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third-Party Claim without the Indemnified Party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed); provided, however, that if the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of indemnifiable Expenses or Losses in connection with such Third-Party Claim and unconditionally and irrevocably releases the Indemnified Party and its Affiliates completely from all Liability in connection with such Third-Party Claim; provided further that the Indemnified Party may refuse to agree to any such settlement, which election shall specify compromise or discharge that (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party or any reservations of its Affiliates or exceptions(ii) in the reasonable opinion of the Indemnified Party, would otherwise materially adversely affect the Indemnified Party or any of its Affiliates. If, in such notice, Whether or not the Indemnifying Party elects to assume shall have assumed the defense of a Third-Party Claim, the Indemnified Party will not (unless required by Law) admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). (e) If the Indemnified Party determines in its reasonable good faith judgment that the Indemnifying Party is not contesting such Third-Party Claim in good faith or is not settling such Third-Party Claim in accordance with this Section 8.6, 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 undertake control of such counsel shall be the expense solely of such Indemnified Party. (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 10.03(b), such Indemnified Party may defend such 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 five (5) days written notice to the Indemnified Indemnifying Party (but the cost and expense of such Indemnified Party in defending thereafter to defend, contest, settle or compromise such Third-Party Claim incurred from in the last day exercise of the notice period under Section 10.03(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid by the Indemnifying Party)its exclusive discretion. (df) Unless For the Indemnifying Party has failed to assume avoidance of doubt, the defense provisions of this Section 8.6 are in furtherance of the Third-Party Claim provisions of Section 9.1 and shall not be deemed to in accordance with any way limit or otherwise modify the terms of this Agreement, no Indemnified Party may settle or compromise any Third-Party Claim without the consent of the Indemnifying PartyParties’ rights and obligations under Section 9.1. (eg) The Indemnifying Party shall have To the right extent that, with respect to compromise or settle a Third-Party Claim any claim governed by Tax Allocation Agreement, there is any inconsistency between the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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 provisions of such settlement or compromise. Notwithstanding the foregoing sentenceArticle and of this Section 8.6, the Indemnifying Party shall not have the right to admit culpability on behalf provisions of of the Indemnified Party and Tax Allocation Agreement 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 control 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)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 Person Governmental Authority) who is not a member of the EWS Covidien Group or the SNI Mallinckrodt Group of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 4.2 or Section 10.024.3, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 as promptly as practicable (and no later than thirty (30) days or sooner, if the nature of the Third-Party Claim so requires) after such Indemnified Party received notice becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a4.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, 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 Indemnifying Party may elect to defend (but is not required) and, unless the Indemnifying Party has specified any reservations or exceptions, to assume the defense of and defendseek 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 10.03(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 whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Party Claim, the Indemnified Party such 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 solely of such Indemnified Indemnitee except as set forth in the next sentence. (c) 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 (1) separate counsel for all Indemnitees shall be borne by the Indemnifying Party. (cd) 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 10.03(b4.5(b), such Indemnified Party Indemnitee may defend such 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 10.03(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid by the Indemnifying Party). (de) 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. (ef) The Indemnifying Party shall have In the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made case of a Third-Party Claim in accordance with this Article X shall be binding on the Indemnified PartyClaim, 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, the no Indemnifying Party shall not have the right consent to admit culpability on behalf entry of any judgment or enter into any settlement of the Indemnified Party and shall not compromise or settle a Third-Party Claim unless without the compromise or settlement includes, as a part thereof, an unconditional release consent of the Indemnified Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly against any Indemnitee. (g) For the avoidance of doubt, the provisions of this Article IV shall apply to Third-Party from Liability Claims that have already been asserted as well as Third-Party Claims asserted after the date hereof, and there shall be no requirement under this Section 4.5 to give notice with respect to such Third-any Third Party Claim and does not require the Indemnified Party to make any payment Claims 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 have already been asserted as of the Indemnified Party (not to be unreasonably withheld or delayed)Effective Time.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified any Third Party shall receive notice of the assertion by make any Person who is not a member of the EWS Group claim or the SNI Group of commence any arbitration proceeding or suit (each such claim, proceeding 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 Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, suit being a “Third-Party Claim”)) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against CoffeeCo or DutchCo under Section 10.2 or against Xxxx Xxx under Section 10.3, such Indemnified Party shall give such Indemnifying promptly, but in no event later than 10 days after receipt by the Indemnified Party of written notice thereof within 30 days after such Indemnified Party received notice of such the Third-Party Claim. Any , give written notice to the Indemnifying Party describing 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 provide notice as provided in accordance with this Section 10.03(a10.7(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, 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 (but is not requiredshall have 30 days after receipt of the notice referred to in Section 10.7(a) to assume notify the Indemnified Party that it elects to conduct and control the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. Within 30 days after If the receipt of notice from an Indemnifying Party does not give the foregoing notice, the Indemnified Party shall have the right to defend, contest, settle or compromise such Third-Party Claim in the exercise of its exclusive discretion subject to the provisions of this Section 10.7, and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to such Indemnified Parties in accordance with the other terms of this Section 10.03(a10.7(b) the amount of any Expense or Loss subject to indemnification hereunder resulting from such Third-Party Claim. If the Indemnifying Party gives the foregoing notice within such 30-day period, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, and at the Indemnifying Party’s sole expense, the conduct and settlement of such Third-Party Claim, and the Indemnified Party shall use commercially reasonable efforts to cooperate with the Indemnifying Party in connection therewith; provided, however, that: (i) the Indemnifying Party shall use commercially reasonable efforts to prevent any lien, encumbrance or soonerother adverse charge to thereafter attach to any Asset of any Indemnified Party; (ii) the Indemnifying Party shall use commercially reasonable efforts to prevent any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and any counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party to monitor such conduct or settlement and shall provide the Indemnified Party and any such counsel with such information regarding such Third-Party Claim as either of them may reasonably request (which request may be general or specific), if but the nature fees and expenses of such counsel chosen by the Indemnified Party (but not more than one separate counsel for all Indemnified Parties similarly situated) shall be borne by the Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed that the Indemnifying Party should pay for such counsel, (B) in the Indemnified Party’s reasonable judgment a conflict of interest exists in respect of such Third-Party Claim so requiresor (C) the Indemnifying Party shall have assumed responsibility for such Third-Party Claim with any reservations or exceptions; and (iv) the Indemnifying Party shall agree promptly to reimburse to the extent required under this Article X the Indemnified Party for the full amount of any Expense or Loss resulting from such Third-Party Claim. 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 an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim. (c) If the Indemnifying Party shall not have undertaken the conduct and control of the defense of any Third-Party Claim as provided in Section 10.7(b), the Indemnifying Party shall notify nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Party to monitor the conduct or settlement of its election whether such claim by the Indemnified Party, and the 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), but all costs and expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party. (d) Subject to Section 10.7(e), no Indemnifying Party will assume responsibility for defending consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third-Party Claim without the Indemnified Party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed); provided, however, that if the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third-Party Claim and unconditionally and irrevocably releases the Indemnified Party and its Affiliates completely from all Liability in connection with such Third-Party Claim; provided, which election shall specify further, that the Indemnified Party may refuse to agree to any reservations such settlement, compromise or exceptionsdischarge that (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party or any of its Affiliates or (ii) in the reasonable opinion of the Indemnified Party, would otherwise materially adversely affect the Indemnified Party or any of its Affiliates. If, in such notice, Whether or not the Indemnifying Party elects to assume shall have assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in will not (but not controlunless required by law) the defense, compromiseadmit any liability with respect to, or settlement thereofsettle, but the fees and expenses of such counsel shall be the expense solely of such Indemnified Party. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, compromise or fails to notify an Indemnified Party of its election as provided in Section 10.03(b)discharge, such Indemnified Party may defend such 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 10.03(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-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. ’s prior written consent (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 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, the Indemnifying Party shall consent will 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 withheld, conditioned 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 Person Governmental Authority) who is not a member of the EWS Nuvectra Group or a member of the SNI Greatbatch Group of any claim, claims or of the commencement by any such Person of any Action, Proceeding (each such claim or Proceeding 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 10.01 3.3 or Section 10.023.4, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “ThirdSpin-Party Claim”)off Agreement, such Indemnified Party Indemnitee shall promptly give such Indemnifying Party written notice thereof thereof, and in any event within 30 10 days after such Indemnified Party Indemnitee 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 Indemnitee or other Person to give notice as provided in this Section 10.03(a3.7(a) shall not relieve the related applicable Indemnifying Party of its obligations under this Article XIII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give noticefailure. (b) An If the Indemnifying Party does not dispute its potential liability to the Indemnitee, the Indemnifying Party may elect to defend (but is not required) and to assume settle or compromise in accordance with the defense applicable provisions of and defendthis Section 3.7), 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 10.03(a3.7(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 . 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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, the Indemnified Party such 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 solely of such Indemnified Partynon-defending Person, except that the Indemnifying Party shall be liable for the 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 3.7(a)) or (ii) to the extent that such engagement of counsel is as a result of actual or potential differing defenses or conflicts of interests that make joint representation inappropriate, as reasonably determined in the Good Faith Judgment of the Indemnitee. (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 10.03(b), such Indemnified Party may defend such 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 Notwithstanding anything to the Indemnified Party contrary in this Section 3.7, (but i) Greatbatch will have 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 10.03(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 right to assume the defense of the Third-Party Claim in accordance with the terms of this Agreementof, no Indemnified Party may and/or settle or compromise (or seek to settle or compromise or reject any Third-proposed settlement or compromise), any Third Party Claim based upon any disclosure or omission with respect to Greatbatch’s QiG operating segment in any of Greatbatch’s reports filed pursuant to the Exchange Act or any financial statements or financial data with respect to Greatbatch’s QiG operating segment contained therein asserted in whole or in part against any member of the Greatbatch Group or any of their respective current or former officers, directors, employees or Affiliates and (ii) Greatbatch will have the right to settle or compromise such Third Party Claim without the consent of Nuvectra if such settlement or compromise provides for an unconditional and irrevocable release of all affected Nuvectra Indemnitees with respect to all Liabilities relating to the subject matter of such Third Party Claim without any admission of wrong-doing and does not involve any monetary damages (including monetary fines or penalties) or injunctive relief to be imposed upon Nuvectra or any member of the Nuvectra Group. (d) An Indemnifying Party’s defense of any Third Party Claim pursuant to Section 3.7(b) or (c) includes the right 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 Indemnifying Party shall not compromise, settle or consent to the entry of judgment or determination of liability concerning any Third Party Claim without prior written approval of the Indemnitee (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 Indemnitee or any of its Affiliates, (ii) require the payment or performance by the Indemnitee of any amount other than the expenditure of an immaterial sum of money or (iii) 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 (taken together with its Subsidiaries). If the Indemnitee unreasonably withholds a consent required by this Section 3.7(d) to the terms of a compromise or settlement of a Third Party Claim, proposed to the Indemnitee by the Indemnifying Party, the Indemnifying Party’s obligation to indemnify the Indemnitee for such Third Party Claim, if any, shall not exceed the total amount that had been proposed in such compromise or settlement offer plus the amount of all expenses incurred by the Indemnitee with respect to such Third Party Claim through the date on which such compromise or settlement was requested. 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 and irrevocable term thereof the giving by the third party of a release of both the Indemnitee and the Indemnifying Party from all further Liabilities concerning such Third Party Claim. (e) The If the Party having the right to elect to defend a particular Third Party Claim pursuant to Section 3.7(b) or (c) 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, (i) such other Party shall have the right to compromise compromise, settle or settle a Third-consent to the entry of any judgment with respect to such Third Party Claim as provided in Section 3.7(d) without the defense consent of which it shall have assumed pursuant to Section 10.03(bthe Indemnifying Party and (ii) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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 compromise, settlement or judgment shall be determinative of the amount of the Loss (but such compromise. Notwithstanding , settlement or judgment shall not necessarily be determinative of which party hereunder is entitled to indemnification). (f) The Indemnifying Party shall bear all costs and expenses of defending any Third Party Claim; provided, however, that (i) if both Parties may be Indemnifying Parties with respect to such Third Party Claim but only one Party is defending such Third Party Claim, the foregoing sentencenon-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 expenses reasonably incurred in connection with the defending Party’s defense of such Third Party Claim, and (ii) if both Parties may be Indemnifying Parties with respect to such 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 all out-of-pocket costs and expenses reasonably incurred in connection with the defense of such Third Party Claim. (g) The non-defending or co-defending Party shall make available to the defending 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 defending 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 Nuvectra and Greatbatch 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 not have the right to admit culpability pay promptly on behalf of the Indemnified 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 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 pursuant to this Article III with respect to such Third-Party Claim and does not require claim as determined by such final judgment, determination, settlement or compromise. (j) Notwithstanding anything to the Indemnified Party to make any payment that is not fully indemnified under contrary in this Agreement or to be Section 3.7 but subject to any non-monetary remedySection 3.7(d), in each case without the express prior consent Parties agree that (i) except for the Proceedings set forth on Schedule 3.7(j)(i), Greatbatch shall continue to control the defense of Proceedings pending on the date hereof and arising out of the Indemnified Party Greatbatch Business and the Nuvectra Business, (not to be unreasonably withheld or delayedii) Nuvectra shall control the defense of the Proceedings pending on the date hereof and arising out of the Nuvectra Business set forth on Schedule 3.7(j)(i) and (iii) the Parties shall jointly manage in accordance with Section 3.7(h) the defense of the Proceedings set forth on Schedule 3.7(j)(ii).

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 ADP Group or the SNI Broadridge Group of any 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 Section 10.01 or Section 10.02, or any other Section 5.1 of this Agreement or any Ancillary Agreement (collectively, a “Third-Third Party Claim”), such Indemnified Party shall give such Indemnifying Party prompt written notice thereof and, in any event, within 30 ten (10) days after 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 10.03(a5.2(a) shall not relieve the related Indemnifying Party of its obligations under this Article XV, 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 assume the defense of and defend, 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 10.03(a5.2(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. If, in such notice, the Indemnifying Party elects to assume the defense of a Third-Third Party Claim, 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. (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 10.03(b5.2(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 10.03(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-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. (e) The Indemnifying Party shall have the right to compromise or settle a Third-Third Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) 5.2(b), and any such settlement or compromise made or caused to be made of a Third-Third Party Claim in accordance with this Article X V shall be binding on the Indemnified Party, 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-Third Party Claim unless the compromise or settlement includes, as a part thereof, an unconditional release of the Indemnified Party from Liability liability with respect to such Third-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, in each case without the express prior consent of however, that if the Indemnified Party unreasonably withholds a consent required by this sentence to the terms of a compromise or settlement of a Third Party Claim proposed to the Indemnified Party 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 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. (not 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, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim 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 unreasonably withheld or delayed)paid pursuant to this Article V 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 Person Governmental Authority) who is not a member of Person in the EWS Pfizer Group or the SNI Company Group of any 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 Indemnitee pursuant to Section 10.01 4.02 or Section 10.024.03, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Third Party Claim”), such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 30 days forty-five (45) days) after such Indemnified Party received notice becoming aware 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 Indemnitee or other Person to give notice as provided in this Section 10.03(a4.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article XIV, 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) An Indemnifying Party may elect (but is shall not be required) to assume the defense of and 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-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 10.03(a4.05(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 whether the Indemnifying Party will assume responsibility for defending such Third-Third Party Claim, which election shall specify any reservations or exceptionsexceptions to its defense. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, the Indemnified Party such 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 solely of such Indemnified Indemnitee; provided, however, in the 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 notice 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 Indemnitees shall be borne by the Indemnifying Party. (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 10.03(b4.05(b), such Indemnified Party Indemnitee may defend such Third-Third Party Claim at the cost and expense of the Indemnifying Party; provided, that . Any legal fees and expenses incurred by the Indemnitee 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 connection with defending such Third-Party Claim incurred from the last day of the notice period under Section 10.03(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim claim shall be paid by the Indemnifying Party)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) 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 Indemnitee may settle or compromise any Third-Third Party Claim without the consent of the Indemnifying Party. If an Indemnifying Party has failed to assume the defense of the Third Party Claim within the time period specified in clause (b) 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. (e) The In the case of a Third Party Claim, no Indemnifying Party shall have consent to entry of any judgment or enter into any settlement of the right to compromise or settle a Third-Third Party Claim without the defense consent of which it shall have assumed pursuant the Indemnitee if the effect thereof is (i) to Section 10.03(b) permit any injunction, declaratory judgment, other order or Section 10.03(c) and any such settlement or compromise made or caused other non-monetary relief to be made of a Third-Party Claim entered, directly or indirectly, against any Indemnitee or (ii) to ascribe any fault on any Indemnitee in accordance connection with this Article X 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. defense. (f) Notwithstanding the foregoing sentenceforegoing, 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 includesnot, 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 written consent of the Indemnified 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 be unreasonably withheld or delayed)the Indemnitee of a written release from all Liability in respect of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified any Third Party shall receive notice of the assertion by make any Person who is not a member of the EWS Group claim or the SNI Group of commence any arbitration proceeding or suit (each such claim, proceeding 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 Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, suit being a “Third-Party Claim”)) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against Cabinets under Section 10.2 or against Fortune Brands under Section 10.3, such Indemnified Party shall give such Indemnifying promptly, but in no event later than 15 days after receipt by the Indemnified Party of written notice thereof within 30 days after such Indemnified Party received notice of such the Third-Party Claim. Any , give written notice to the Indemnifying Party describing 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 provide notice as provided in accordance with this Section 10.03(a10.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, 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 (but is not requiredshall have 30 days after receipt of the notice referred to in Section 10.6(a) to assume notify the Indemnified Party that it elects to conduct and control the defense of such Third-Party Claim; provided, however, that the Indemnifying Party shall not have the 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 money damages) or (ii) if the Indemnified Party has reasonably determined in good faith that the Indemnifying Party controlling such defense will affect the Indemnified Party in a material and adverse manner. If the Indemnifying Party does not give the foregoing notice, the Indemnified Party shall have the right to defend, at contest, settle or compromise such Third-Party Claim in the exercise of its exclusive discretion subject to the provisions of this Section 10.6, and the Indemnifying Party’s own expense and by Party shall, upon request from any of the Indemnified Parties, promptly pay to such Indemnifying Party’s own counsel, Indemnified Parties in accordance with the other terms of this Section 10.6(b) the amount of any Expense or Loss subject to indemnification hereunder resulting from such Third-Party Claim. Within 30 days after If the receipt Indemnifying Party gives the foregoing notice within such 30-day period, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, and at the Indemnifying Party’s sole expense, the conduct and settlement of notice from an such Third-Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in accordance connection therewith; provided, however, that: (i) the Indemnifying Party shall use its reasonable best efforts to prevent any Security Interest to thereafter attach to any Asset of any Indemnified Party; (ii) the Indemnifying Party shall use its reasonable best efforts to prevent any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and any counsel chosen by the Indemnified Party and reasonably acceptable to the Indemnifying Party to monitor such conduct or settlement and shall provide the Indemnified Party and any such counsel with Section 10.03(asuch 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 chosen by the Indemnified Party (but not more than one separate counsel for all Indemnified Parties similarly situated) shall be borne by the Indemnified Party unless (or sooneriv) the Indemnifying Party and the Indemnified Party shall have mutually agreed that the Indemnifying Party should pay for such counsel, if (v) in the nature Indemnified Party’s reasonable judgment a conflict of interest exists in respect of such Third-Party Claim so requiresor (vi) the Indemnifying Party shall have assumed responsibility for such Third-Party Claim with any reservations or exceptions; and (vii) the Indemnifying Party shall agree promptly to reimburse to the extent required under this Article X the Indemnified Party for the full amount of any Expense or Loss resulting from such Third-Party Claim. (c) If the Indemnifying Party shall not have undertaken the conduct and control of the defense of any Third-Party Claim as provided in Section 10.6(b), the Indemnifying Party shall notify nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Party to monitor the conduct or settlement of its election whether such claim by the Indemnified Party, and the Indemnified Party shall provide the Indemnifying Party will assume responsibility for defending and such counsel with such information regarding such Third-Party ClaimClaim as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party. (d) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third-Party Claim without the Indemnified Party’s prior written consent; 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 Indemnified Party; (ii) involves only monetary relief which election shall specify any reservations or exceptions. If, in such notice, the Indemnifying Party elects has agreed to assume pay; (iii) does not involve a Governmental Authority; (iv) includes a full and unconditional release of the indemnitee or indemnitees or (v) provides for injunctive or other nonmonetary relief affecting the Indemnified Party or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third-Party Claim, the Indemnified Party will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). (e) If the Indemnified Party determines in its reasonable good faith judgment that the Indemnifying Party is not contesting such Third-Party Claim in good faith or is not settling such Third-Party Claim in accordance with this Section 10.6, 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 undertake control of such counsel shall be the expense solely of such Indemnified Party. (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 10.03(b), such Indemnified Party may defend such 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 five (5) days written notice to the Indemnified Indemnifying Party (but the cost and expense of such Indemnified Party in defending thereafter to defend, contest, settle or compromise such Third-Party Claim incurred from in the last day exercise of the notice period under Section 10.03(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-Party Claim its discretion, but in accordance with the terms applicable provisions of this Agreement, no Indemnified Party may settle or compromise any Third-Party Claim without the consent of the Indemnifying Party. (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 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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).X.

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 Person Governmental Authority) who is not a member of Person in the EWS RBS Group or the SNI Company Group of any 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 Indemnitee pursuant to Section 10.01 9.02, Section 9.03 or Section 10.029.04, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Third Party Claim”), such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 30 days thirty (30) days) after such Indemnified Party received notice becoming aware 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 Indemnitee or other Person to give notice as provided in this Section 10.03(a9.06(a) shall not relieve the related Indemnifying Party of its obligations under this Article X9, except to the extent extent, and only to the extent, that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect (but is shall not be required) to assume the defense of and 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 ThirdThird Party Claim if such Indemnifying Party acknowledges that it would have an indemnity obligation for the Liability resulting from such Third Party Claim as provided for under this Article 9 within forty-Party Claim. Within 30 five (45) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a9.06(a); provided that the Indemnifying Party shall not be entitled to defend and shall pay the reasonable fees and expenses of one separate counsel (in addition to local counsel or counsel with specialized expertise) for all Indemnitees if the claim for indemnification relates to or arises in connection with any criminal action, indictment or allegation; and provided, further, that if an Indemnifying Party elects to defend a Third Party Claim pursuant to this Section 9.06(b), such defense shall be carried out in consultation with the applicable Indemnitees. Within forty-five (45) days after the receipt of notice from an Indemnitee in accordance with Section 9.06(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 whether the Indemnifying Party will assume responsibility for defending such Third-Third Party Claim, which election shall specify any reservations or exceptionsexceptions to its defense. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, the Indemnified Party such 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 solely of such Indemnified Indemnitee; provided, however, that (i) 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 or (ii) if the Third Party Claim involves injunctive or equitable relief, then, in any such case, the reasonable fees and expenses of one separate counsel (in addition to local counsel or counsel with specialized expertise) for all Indemnitees shall be borne by the Indemnifying Party. (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 10.03(b9.06(b), and for any period during which an Indemnifying Party has not assumed the defense of a 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 9.06(a)), such Indemnified Party Indemnitee may defend such Third-Third Party Claim at the cost and expense of the Indemnifying Party; provided, that . Any legal fees and expenses incurred by the Indemnitee 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 connection with defending such Third-Party Claim incurred from the last day of the notice period under Section 10.03(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim claim shall be paid by the Indemnifying Party)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) 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 Indemnitee may settle or compromise any Third-Third Party Claim without the consent of the Indemnifying Party. If an Indemnifying Party has failed to assume the defense of the Third Party Claim within the time period specified in clause (b) 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. (e) The In the case of a Third Party Claim, no Indemnifying Party shall have consent to entry of any judgment or enter into any settlement of the right to compromise or settle a Third-Third Party Claim without the defense consent of which it shall have assumed pursuant the Indemnitee if the effect thereof is (i) to Section 10.03(b) permit any injunction, declaratory judgment, other order or Section 10.03(c) and any such settlement or compromise made or caused other non-monetary relief to be made of a Third-Party Claim entered, directly or indirectly, against any Indemnitee or (ii) to ascribe any fault on any Indemnitee in accordance connection with this Article X 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. defense. (f) Notwithstanding the foregoing sentenceforegoing, 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 includesnot, 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 written consent of the Indemnified 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 be unreasonably withheld or delayed)the Indemnitee of a written release from all Liability in respect of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If All claims for indemnification relating to a Third Party Claim by any indemnified party (an “Indemnified Party”) hereunder shall be asserted and resolved as set forth in this Section 5.04. (b) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party shall receive notice of the assertion by hereunder is asserted against or sought to be collected from any Person who is not a member of the EWS Group or the SNI Group of any 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 Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement by a Third Party (collectively, a “Third-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 30 days after such Indemnified Party received notice in writing of such Third-Third Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the Liability for which indemnification may be available. Notwithstanding final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the foregoingextent practicable, and any other material details pertaining thereto (a “Claim Notice”); 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 10.03(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, 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 with respect to such Third Party Claim. 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 a court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party whether it desires to defend the Indemnified Party against such failure Third Party Claim; provided that in the event a Claim Notice in respect of indemnification sought pursuant to give noticeSection 5.02(c) so specifies, the 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 at the Indemnifying Party’s expense. (bc) An In the event that the Indemnifying Party may elect (but is not required) notifies the Indemnified Party within the Notice Period that it desires to assume defend the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Indemnified Party against a Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 10.03(a) (or sooner, if the nature of such Third-Party Claim so requires), 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. If, in such notice, the Indemnifying Party elects to assume has duly assumed the defense of a Third-Third Party Claim, the Indemnified Party shall have the right right, but not the obligation, to participate in any such defense and to employ separate counsel and to of its choosing. The Indemnified Party shall participate in (but not control) the defenseany such defense at its expense, compromise, or settlement thereof, but the fees and expenses of provided that such counsel expense shall be the expense solely of such Indemnified Party. (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 10.03(b), such Indemnified Party may defend such Third-Party Claim at the cost and expense of the Indemnifying Party; provided, that in the event of any such failure to notify, Party if (i) the Indemnifying Party may thereafter assume the defense of such Third-Party Claim upon notice to and the Indemnified Party (but are both named parties to the cost proceedings and expense of such 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 defending such Third-Party Claim incurred from the last day of the notice period under Section 10.03(b) until such date as which case the Indemnifying Party shall assume 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 such Third-a Third Party Claim shall be paid by the Indemnifying Party). (d) Unless after the Indemnifying Party has failed to assume diligently defend a Third Party Claim it has assumed the defense of, as provided in the first sentence of this Section 5.04(c). The Indemnifying Party shall not, without the prior written consent of the Third-Party Claim in accordance with the terms of this AgreementIndemnified Party, no Indemnified Party may settle, compromise or offer to settle or compromise any Third-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 5.04(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 but not the 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 such Third Party Claim. The Indemnified Party shall not settle a Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. (e) The Indemnifying Indemnified Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, the Indemnifying Party shall not have cooperate in order to ensure the right proper and adequate defense of a Third Party Claim, including by providing access to admit culpability on behalf each other’s relevant business records and other documents, and employees; it being understood that the reasonable costs and expenses of the Indemnified Party relating thereto shall be Liabilities, subject to indemnification. (f) The Indemnified Party and the Indemnifying Party shall not compromise or settle use commercially reasonable efforts to avoid production of confidential information (consistent with Applicable Law), and to cause all communications among employees, counsel and others representing either party to a Third-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 made so as to preserve any nonapplicable attorney-monetary remedy, in each case without the express prior consent of the Indemnified Party (not to be unreasonably withheld client or delayed)work-product privileges.

Procedures for Indemnification of Third Party Claims. (a) If If, at or after the date of this Agreement, an Indemnified Party Indemnitee shall receive written notice from, or otherwise learn of the assertion by by, a Person (including any Person Governmental Authority) who is not a member of the EWS Aptiv Group or the SNI Delphi Technologies Group (a “Third Party”) of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 5.2 or Section 10.025.3, or any other Section of this Agreement or or, subject to Section 5.13, any Specified Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 fourteen (14) days after such Indemnified Party received notice of receipt of such Third-Party Claimwritten notice. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, 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 Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (but is not required) and to assume the defense of and defendseek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, any that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party ClaimClaim in the event that defense of such Third Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Party Claim, the Indemnified Party such 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 solely of such Indemnified PartyIndemnitee except as otherwise expressly set forth herein. (c) If 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 Indemnitee 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. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party ClaimClaim pursuant to Section 5.5(b), or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 10.03(b)within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnified Party may defend 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 at the cost and expense of in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party; provided, that in the event of any such failure elect to notify, the Indemnifying Party may thereafter assume take over the defense of such Third-Party Claim upon notice to if (i) in its exercise of reasonable business judgment, the Indemnified Indemnitee determines that the Indemnifying Party (but the cost and expense of such Indemnified Party in is not defending such Third-Party Claim incurred from 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-Party Claim (other than as contemplated by the 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. In addition to the foregoing and the last day sentence of Section 5.2(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party 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 employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the notice period under Section 10.03(b) until such date as applicable Third-Party Claim, and the Indemnifying Party shall assume bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) 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 or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) 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, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim shall be paid 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 and the last sentence of Section 5.2(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party)Party 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 employ separate counsel (including local counsel as appropriate) 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 such counsel and local counsel (as appropriate) for all Indemnitees. (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 Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the Indemnifying other 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 Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. 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. (eg) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall have establish a procedure reasonably acceptable to the right Indemnitee to compromise or settle a keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and Indemnitee when any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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 is closed, regardless of whether such Third-Party to make any payment that is not fully indemnified under this Agreement Claim was resolved by settlement, verdict, dismissal 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)otherwise.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice of the assertion by any Person who is not of a member of the EWS Group or the SNI Group of any claim, or commencement of the commencement by any such Person of any an Action, with respect to which an Indemnifying by a Third Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement against it (collectivelyeach, a “Third-Third Party Claim”)) that may give rise to a claim for indemnification pursuant to this Agreement, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give such the Indemnifying Party written notice thereof within 30 days after such Indemnified Party received notice of such Third-Third Party Claim. Any such , which notice shall describe the Third-such Third Party Claim in reasonable detail; provided, including, if known, the amount of the Liability for which indemnification may be available. Notwithstanding the foregoing, that the failure of any Indemnified Party or other Person to give provide such notice as provided in this Section 10.03(a) 10.8 shall not relieve release the related Indemnifying Party from any of its obligations under this Article X, X except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Each Indemnifying Party may elect shall be entitled (but is shall not be required) to assume and control the defense of and defend, each Third Party Claim at such Indemnifying Party’s own its expense and by such Indemnifying Party’s own counsel, any Third-through counsel of its choice that is reasonably acceptable to the Indemnified Party Claim. Within 30 if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days after of the receipt of notice from an the Indemnified Party in accordance with Section 10.03(a) (or sooner10.8(a); provided, if the nature of such Third-Party Claim so requires), that the Indemnifying Party shall notify not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise such Third Party Claim; and provided, further, that such Indemnified Party shall not withhold such consent if the settlement or compromise (i) contains no finding or admission of a violation of Law or a violation of the rights of a Person by the Indemnified Party or any of its election whether Affiliates, (ii) contains no finding or admission that would have an adverse effect on the Indemnified Party or any of its Affiliates as determined by the Indemnified Party in good faith, (iii) involves only monetary relief which the Indemnifying Party will assume responsibility for defending has agreed to pay and does not contain an injunction or other non-monetary relief affecting the Indemnified Party or any of its Affiliates and (iv) includes a full, irrevocable unconditional release of the Indemnified Party from such Third-Third Party Claim, which election shall specify any reservations or exceptions. If, in such notice, . (c) If the Indemnifying Party elects to undertake the defense against a Third Party Claim as provided by Section 10.8(b), the Indemnified Party shall cooperate with the Indemnifying Party with respect to such defense and shall have the right, but not the obligation, to participate in such defense and to employ separate counsel of its choosing at its own 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 conflicts of interest (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 the Third Party Claim after the Indemnifying Party has failed, in the reasonable judgment of the Indemnified Party, to diligently defend the Third Party Claim after having elected to assume its defense. (d) If the Indemnifying Party (i) does not elect to assume the defense in accordance with Section 10.8(b) or (ii) after assuming the defense of a Third-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 solely of such Indemnified Party. (c) If an Indemnifying Party elects not obligation to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 10.03(b), such Indemnified Party may defend such Third-Party Claim at the cost and expense of the Indemnifying Partyown defense; 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 10.03(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-Party Claim in accordance with the terms of this Agreement, no Indemnified Party may not settle or compromise any Third-such Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. For the avoidance of doubt, the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. (e) Subject to Article VI, the Indemnified Party and the Indemnifying Party shall cooperate in the defense of a Third Party Claim including by (i) expeditiously making available all witnesses, all pertinent records, all materials, and all information in each other’s possession or under each other’s control relating to the Third Party Claim, (ii) assisting with litigation defense strategy, investigations, discovery preparation, trial preparation, and similar activities with respect to the Third Party Claim and (iii) using commercially reasonable efforts to avoid taking any action, or omitting to take any action, that would materially and adversely prejudice each other’s defense of, or actual or potential rights of recovery with respect to, the Third Party Claim. 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 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim no obligation in accordance with this Article X 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, the Indemnifying Party shall not have the right to admit culpability on behalf of the an Indemnified Party and shall not compromise or settle a Third-for any Third Party Claim unless to the compromise or settlement includes, as a part thereof, an unconditional release of the extent such Indemnified Party from Liability fails to comply with this Section 10.8(e) with respect to such Third-the Third Party Claim and does not require such failure shall have materially and adversely prejudiced 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)Indemnifying Party.

Procedures for Indemnification of Third Party Claims. (a) If If, at or after the date of this Agreement, an Indemnified Party Indemnitee shall receive written notice from, or otherwise learn of the assertion by by, a Person (including any Person Governmental Authority) who is not a member of the EWS New Worthington Group or the SNI Worthington Steel Group (a “Third Party”) of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 5.2 or Section 10.025.3, or any other Section of this Agreement or or, subject to Section 5.13, any Specified Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 fourteen (14) days after such Indemnified Party received notice of receipt of such Third-Party Claimwritten notice. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, except to the extent that such to which the Indemnifying Party is actually was prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 5.5(a). (b) An Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (but is not required) and to assume the defense of and defendseek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, any that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party ClaimClaim in the event that defense of such Third Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Party Claim, the Indemnified Party such 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 solely of such Indemnified PartyIndemnitee except as otherwise expressly set forth herein. (c) If 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 Indemnitee 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. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party ClaimClaim pursuant to Section 5.5(b), or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 10.03(b)within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnified Party may defend 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 at the cost and expense of in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party; provided, that in the event of any such failure elect to notify, the Indemnifying Party may thereafter assume take over the defense of such Third-Party Claim upon notice to if (i) in its exercise of reasonable business judgment, the Indemnified Indemnitee determines that the Indemnifying Party (but the cost and expense of such Indemnified Party in is not defending such Third-Party Claim incurred from 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-Party Claim (other than as contemplated by the 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. In addition to the foregoing and the last day sentence of Section 5.2(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party 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 employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the notice period under Section 10.03(b) until such date as applicable Third-Party Claim, and the Indemnifying Party shall assume bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) 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 or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) 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, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim shall be paid 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 and the last sentence of Section 5.2(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party)Party 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 employ separate counsel (including local counsel as appropriate) 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 such counsel and local counsel (as appropriate) for all Indemnitees. (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 Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the Indemnifying other 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 Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. 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. (eg) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall have establish a procedure reasonably acceptable to the right Indemnitee to compromise or settle a keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and Indemnitee when any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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 is closed, regardless of whether such Third-Party to make any payment that is not fully indemnified under this Agreement Claim was resolved by settlement, verdict, dismissal 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)otherwise.

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 who is not a member of the EWS Group or the SNI Group of any claim, or of the commencement by any such Person of any Action, Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 as soon as reasonably practicable, but no later than fifteen (15) days after such Indemnified Party received notice becoming aware of such Third-Party ClaimClaim (or sooner if the nature of the Third-Party Claim so requires). Any such notice shall describe the Third-Party Claim in reasonable detail, includingor, if knownin the alternative, include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-Party Claim. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 10.03(a5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article XARTICLE V, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to give noticenotice in accordance with this Section 5.05(a). (b) An Indemnifying Party may elect (but is not required) With respect to assume the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. Within 30 Claim that is not a Shared Action Liability: (i) The Indemnifying Party shall have the right, exercisable by written notice to the Indemnitee within fifteen (15) calendar days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a5.05(a) (or sooner, if the nature of such Third-Party Claim so requires), to assume and conduct the defense of (and seek to settle or compromise) such Third-Party Claim at its own expense and with its own counsel (which counsel shall be reasonably satisfactory to the Indemnitee) provided that the Indemnifying Party shall notify agree promptly to reimburse to the Indemnified extent required under this ARTICLE V the Indemnitee for the full amount of any Liability resulting from such Third-Party of its election whether Claim. Notwithstanding the foregoing, if the Indemnifying Party will assume responsibility for assumes such defense and, in the course of defending such Third-Party Claim, which election shall specify any reservations or exceptions. If, in such notice, (A) the Indemnifying Party elects discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (B) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (x) the Indemnifying Party shall not be bound by such acknowledgment, (y) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (z) the Indemnitee shall have the right to assume the defense of a such Third-Party Claim. (ii) Until such time as the Indemnifying Party has assumed the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) control the defense, compromise, or settlement thereof, but the fees and expenses defense of such counsel shall be Third-Party Claim. If the expense solely of such Indemnified Party. (c) If an Indemnifying Party (A) elects not to assume responsibility for defending the defense of a Third-Party Claim in accordance with this Agreement, (B) fails to notify the Indemnitee that is the subject of such Third-Party Claim, of its election to assume the defense of such Third-Party Claim within fifteen (15) days after the receipt of the notice referred to in Section 5.05(a) (or sooner if the nature of the Third-Party Claim so requires) or (C) after assuming the defense of a Third-Party Claim, or fails to notify an Indemnified take reasonable steps necessary to defend diligently such Third-Party Claim within ten (10) days after receiving written notice from the Indemnitee to the effect that the Indemnifying Party has so failed, the Indemnitee shall be entitled to continue to conduct and control the defense of its election as provided in Section 10.03(b), such Indemnified Party may defend such Third-Party Claim at the cost and expense of the Indemnifying Party. For the avoidance of doubt, the Indemnitee’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. (iii) An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that does not conduct and control the defense of any Third-Party Claim, 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; provided, however, that in such expense shall be the event responsibility of any such failure to notify, the Indemnifying Party may thereafter (A) if the Indemnifying Party and the Indemnitee are both named parties to the proceedings and the Indemnitee shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest (in which case the Indemnifying Party shall not be responsible for expenses in respect of more than one local counsel for the Indemnitee in any single jurisdiction) or (B) the Indemnitee assumes the defense of the Third-Party Claim pursuant to Section 5.05(b)(ii)(C) after the Indemnifying Party has failed, in the reasonable judgment of the Indemnitee, to diligently defend the Third-Party Claim after having elected to assume its defense. Each Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim upon notice hereunder in such defense and make available to the Indemnified Party 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. (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 10.03(biv) until such date as the No Indemnifying Party shall assume the defense settle, compromise or consent to entry of such Third-Party Claim shall be paid by the Indemnifying Party). (d) Unless the Indemnifying Party has failed any judgment with respect 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 prior written consent of the applicable Indemnitee or Indemnitees, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that, subject to the immediately following provision, such Indemnitee(s) shall not withhold consent if the settlement, compromise or judgment (A) contains no finding or admission of any violation of Law or any violation of the rights of any Person, (B) is solely for monetary damages which the Indemnifying PartyParty has agreed to pay in full and (C) includes a full, unconditional and irrevocable release of the Indemnitee; and provided, further, that in no event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is (x) to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against any Indemnitee or (y) in the reasonable judgment of such Indemnitee, as reflected in a written objection delivered by such Indemnitee to the Indemnifying Party within the period of twenty one (21) days following receipt of the request for consent described above, to have a material adverse financial impact or a material adverse effect upon the ongoing operations of such Indemnitee or, if applicable, its Group Members. (ev) The Indemnifying Party shall have Except to the right to compromise or settle a Third-Party Claim extent an Indemnitee has assumed the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance pursuant to clause (C) of the second sentence of Section 5.05(b)(ii), no Indemnitee shall settle, compromise or consent to entry of any judgment with this Article X shall be binding on respect to any Third-Party Claim without the Indemnified prior written consent of the applicable Indemnifying Party, in the same manner as which consent shall not be unreasonably withheld, delayed or conditioned. (vi) The Parties hereby agree that if a final judgment or decree had been entered by Party presents the other Party with a court of competent jurisdiction in the amount of such settlement notice containing a proposal to settle or compromise. Notwithstanding , or consent to the foregoing sentenceentry of a judgment with respect to, 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 for which either Party is seeking to be indemnified hereunder and the compromise or settlement includes, as a part thereof, an unconditional release of the Indemnified Party from Liability with respect to receiving such Third-Party Claim and proposal does not require respond in any manner to the Indemnified 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 make any payment that is not fully indemnified under this Agreement or have consented to be subject to any non-monetary remedythe terms of such proposal, in each case without including for the express prior consent purposes of the Indemnified Party (not to be unreasonably withheld or delayedSection 5.05(b)(iv) and Section 5.05(b)(v).

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 Person Governmental Authority) who is not a member of the EWS HBIO Group or the SNI HXXX Group of any claim, claim 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 10.01 5.2 or Section 10.025.3, or any other Section of this Agreement or any other Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 twenty (20) days after such Indemnified Party received notice becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, 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 5.5(a). (b) An Indemnifying Party may elect to defend (but is not required) and, unless the Indemnifying Party has specified any reservations or exceptions, to assume the defense of and defendseek 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 10.03(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Party Claim, the Indemnified Party such 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 solely of such Indemnified Indemnitee except as set forth in the next sentence. 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 Indemnitees shall be borne by the Indemnifying Party. (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 10.03(b5.5(b), such Indemnified Party Indemnitee may defend such 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 10.03(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-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, such consent not to be unreasonably withheld, delayed or conditioned. (e) The Indemnifying Party shall have In the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made case of a Third-Party Claim in accordance with this Article X shall be binding on the Indemnified PartyClaim, 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, the no Indemnifying Party shall not have the right consent to admit culpability on behalf entry of any judgment or enter into any settlement of the Indemnified Party and shall not compromise or settle a Third-Party Claim unless without the compromise or settlement includes, as a part thereof, an unconditional release consent of the Indemnified Party from Liability with respect Indemnitee if the effect thereof is to such Third-Party Claim and does not require the Indemnified Party to make permit any payment that is not fully indemnified under this Agreement injunction, declaratory judgment, other order or to be subject to any other non-monetary remedy, in each case without the express prior consent of the Indemnified Party (not relief to be unreasonably withheld entered, directly or delayedindirectly against any Indemnitee. (f) The above provisions of this Section 5.5 and the provisions of Section 5.6 do not apply to Taxes (Taxes being 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 Indemnitee receives notice of or otherwise learns that a Person (including any Governmental Authority) other than a MII Entity or a MVWC Entity has asserted any claim or commenced an Action for which the assertion by any Person who is not a member of the EWS Group or the SNI Group of any claim, or of the commencement by any such Person of any Action, with respect to which an Indemnifying Party Indemnitee may be obligated entitled to provide indemnification to such Indemnified Party pursuant to Section 10.01 or Section 10.02, or any other Section of under this Agreement or any Ancillary Transaction Agreement (collectively, a “Third-Party Claim”), such Indemnified Party shall give such the Indemnitee will notify the Indemnifying Party written notice thereof within 30 days after such Indemnified Party received notice of such Third-Party Claimin writing as promptly as practicable. Any such notice shall will describe the Third-Party Claim in reasonable detail, including, if known, detail and include written correspondence from the amount of third party regarding 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 10.03(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, 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 assume the defense of and defend, 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 If an Indemnitee does not provide this notice from an Indemnified Party in accordance with Section 10.03(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. If, in such notice, the Indemnifying Party elects to assume the defense of a Third-Party Claim, the Indemnified Indemnifying Party shall have will not be relieved of its indemnification obligations under this Article V, except to the right extent that the Indemnifying Party suffers actual harm as a result of such Indemnitee’s failure to give timely notice. The Indemnitee will deliver copies of all documents it receives regarding the Third-Party Claim to the Indemnifying Party promptly (and in any event within five (5) Business Days) after the Indemnitee receives them. (b) With respect to any Third-Party Claim: (i) Unless the parties otherwise agree, within 30 days after an Indemnifying Party receives notice of a Third-Party Claim in accordance with Section 5.5(a), the Indemnifying Party will defend the Third-Party Claim (and, unless the Indemnifying Party has specified any reservations or exceptions, seek to settle or compromise such Third-Party Claim), at its expense and with its counsel. The Indemnitee may, at its expense, employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereofof the Third-Party Claim. However, but the Indemnifying Party will pay the fees and expenses of such counsel shall be the expense solely of such Indemnified Party. Indemnitee engages (cA) 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 10.03(b), such Indemnified Party may defend such 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 10.03(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 during which the Indemnifying Party has failed to assume not assumed the defense of the Third-Party Claim (other than for any period in accordance with which the terms Indemnitee did not notify the Indemnitee of this Agreement, no Indemnified Party may settle or compromise any the Third-Party Claim without as required by Section 5.5(a)) or (B) if engagement of counsel is as a result of a conflict of interest, as the consent of the Indemnifying PartyIndemnitee reasonably determines in good faith. (eii) The No Indemnifying Party shall have the right will consent to compromise entry of a judgment or settle a Third-Party Claim without the defense applicable Indemnitee’s consent, which consent may not be unreasonably withheld or delayed. However, an Indemnitee will consent to entry of a judgment or a settlement if it (A) does not include a finding or admission by the Indemnitee of a violation of Law or the rights of any Person, (B) involves only monetary relief which the Indemnifying Party has agreed to pay and could not reasonably be expected to have a significant adverse impact (financial or non-financial) on the Indemnitee, or any of its Subsidiaries or Affiliates, and (C) includes a full and unconditional release of the Indemnitee. An Indemnitee will not be required to consent to entry of a judgment or a settlement if it shall have assumed pursuant to Section 10.03(b) would permit an injunction, declaratory judgment, other order or Section 10.03(c) and any such settlement or compromise made or caused other nonmonetary relief to be made of entered, directly or indirectly, against any Indemnitee. (c) No Indemnitee will admit any liability with respect to, or settle, compromise or discharge, a Third-Party Claim in accordance with this Article X 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 Indemnifying Party shall Party’s prior written consent, which consent may 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).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice of the assertion by any Person who is not of a member of the EWS Group or the SNI Group of any claim, or commencement of the commencement by any such Person of any an Action, with respect to which an Indemnifying by a Third Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement against it (collectivelyeach, a “Third-Party Claim”)) that may give rise to a claim for indemnification pursuant to this Agreement, within thirty (30) days of the receipt of such Indemnified Party notice, the Indemnitee shall give such the Indemnifying Party written notice thereof within 30 days after such Indemnified Party received notice of such Third-Party Claim. Any such , which notice shall describe the such Third-Party Claim in reasonable detail; provided, includinghowever, if known, the amount of the Liability for which indemnification may be available. Notwithstanding the foregoing, that the failure of any Indemnified Party or other Person to give provide such notice as provided in this Section 10.03(a) 5.7 shall not relieve release the related Indemnifying Party from any of its obligations under this Article XSection 5.7(a), except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Each Indemnifying Party may elect shall be entitled (but is shall not be required) to assume and control the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any each Third-Party Claim. Within 30 Claim at its expense and through counsel of its choice that is reasonably acceptable to the Indemnitee if it gives notice of its intention to do so to the Indemnitee within thirty (30) days after of the receipt of notice from an Indemnified Party the Indemnitee in accordance with Section 10.03(a) (or sooner5.7(a); provided, if the nature of such Third-Party Claim so requires)however, that the Indemnifying Party shall notify not, without the Indemnified Party prior written consent of its election whether the Indemnifying Party will assume responsibility for defending Indemnitee, settle, compromise or offer to settle or compromise such Third-Party Claim; provided, further, that such Indemnitee shall not withhold such consent if the settlement or compromise (i) contains no finding or admission of a violation of applicable Law or a violation of the rights of a Person by the Indemnitee or any of its Affiliates, (ii) contains no finding or admission that would have an adverse effect on the Indemnitee or any of its Affiliates as determined by the Indemnitee in Good Faith, (iii) involves only monetary relief which election shall specify the Indemnifying Party has agreed to pay and does not contain an injunction or other non-monetary relief affecting the Indemnitee or any reservations or exceptions. Ifof its Affiliates, in and (iv) includes a full, irrevocable unconditional release of the Indemnitee from such notice, Third-Party Claim. (c) If the Indemnifying Party elects to undertake the defense against a Third-Party Claim as provided by Section 5.7(b), the Indemnitee shall cooperate with the Indemnifying Party with respect to such defense and shall have the right, but not the obligation, to participate in such defense and to employ separate counsel of its choosing at its own expense; provided, however, that such expense shall be the responsibility of the Indemnifying Party if (i) the Indemnifying Party and the Indemnitee are both named parties to the proceedings and the Indemnitee shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest (in which case the Indemnifying Party shall not be responsible for expenses in respect of more than one counsel for the Indemnitee in any single jurisdiction), or (ii) the Indemnitee assumes the defense of the Third-Party Claim after the Indemnifying Party has failed, in the reasonable judgment of the Indemnitee, to diligently defend the Third-Party Claim after having elected to assume its defense. (d) If the Indemnifying Party (i) does not elect to assume the defense in accordance with Section 5.7(b), or (ii) after assuming the defense of a Third-Party Claim, 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. (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 10.03(b), such Indemnified Party may take reasonable steps necessary to defend diligently such Third-Party Claim at within ten (10) days after receiving written notice from 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 Indemnitee 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 10.03(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 effect that the Indemnifying Party has failed so failed, the Indemnitee shall have the right but not the obligation to assume its own defense; provided, however, that the defense of the Third-Party Claim in accordance with the terms of this Agreement, no Indemnified Party may Indemnitee shall not settle or compromise any such Third-Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. For the avoidance of doubt, the Indemnitee’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. (e) The Subject to Article VII, the Indemnitee and the Indemnifying Party shall have the right to compromise or settle a Third-Party Claim reasonably cooperate in the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim including by (i) making available all witnesses, all pertinent records, all materials, and all Information in each other’s possession or under each other’s control relating to the Third-Party Claim, (ii) assisting with litigation defense strategy, investigations, discovery preparation, trial preparation, and similar activities with respect to the Third-Party Claim, and (iii) using commercially reasonable efforts to avoid taking any action, or omitting to take any action, that would materially and adversely prejudice each other’s defense of, or actual or potential rights of recovery with respect to, the Third-Party Claim. The Indemnifying Party shall have no obligation in accordance with this Article X 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, the Indemnifying Party shall not have the right Section 5.7(e) to admit culpability on behalf of the Indemnified Party and shall not compromise or settle a an Indemnitee for any Third-Party Claim unless to the compromise or settlement includes, as a part thereof, an unconditional release of the Indemnified Party from Liability extent such Indemnitee fails to comply with this Section 5.7(e) with respect to such the Third-Party Claim and does not require such failure shall have materially and adversely prejudiced 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)Indemnifying Party.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified any Third Party shall receive notice of the assertion by make any Person who is not a member of the EWS Group claim or the SNI Group of commence any claim, Action (each such 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 Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, Action being a “Third-Party Claim”)) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against Post under Section 11.02 or against Ralcorp under Section 11.03, such Indemnified Party shall promptly give such written notice to the Indemnifying Party written notice thereof within 30 days after describing 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 provide notice as provided in accordance with this Section 10.03(a11.06(a) shall not relieve the related Indemnifying Party of its obligations under this Article XXI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give provide prompt notice. (b) An The Indemnifying Party may elect (but is not requiredshall have 21 days after its receipt of the notice referred to in Section 11.06(a) to assume notify the Indemnified Party that it elects to conduct and control the defense of and defend, 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 10.03(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 the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. If, in such foregoing notice, the Indemnifying Party elects to assume the defense of a Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel defend, contest, settle or compromise such Third-Party Claim in the exercise of its reasonable discretion, subject to the provisions of this Section 11.06, and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to participate such Indemnified Parties in (but not controlaccordance with the other terms of this Section 11.06(b) the defenseamount of any Expense or Loss subject to indemnification hereunder resulting from the Third-Party Claim. If the Indemnifying Party gives the foregoing notice that it elects to conduct and control the defense of such Third-Party Claim, compromisethe Indemnifying Party shall have the right, at its sole expense, to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, 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 use its reasonable best efforts to prevent any lien, encumbrance or other adverse charge to thereafter attach to any asset of any Indemnified Party; (ii) the Indemnifying Party shall use its reasonable best efforts to prevent any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and any 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 any 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 chosen by the Indemnified Party shall be borne by the expense solely Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed that the Indemnifying Party should pay for such counsel or (B) the named parties to any such Third-Party Claim include the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or reasonably likely conflicts of interest between them, in either of which cases the reasonable fees and disbursements of counsel for such Indemnified Party shall be paid or reimbursed by the Indemnifying Party; and (iv) the Indemnifying Party shall agree promptly to reimburse to the extent required under this Article XI the Indemnified Party for the full amount of any Expense or Loss resulting from such Third-Party Claim. A Party’s defense of any Third-Party Claim pursuant to this Section 11.06(b) includes the right (after consultation with the other Party following at least 21 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, 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 if the effect thereof is (i) to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against such Indemnified Party or (ii) in the reasonable judgment of such Indemnified PartyParty (as reflected in a written objection delivered by such Indemnified Party to the Indemnifying Party within the period of 21 days following receipt of the written notice described above in this Section 11.06(b)), have a material adverse financial impact or a material adverse effect upon the ongoing operations of such Indemnified Party (taken together with its Subsidiaries). Notwithstanding any other provision of this Section 11.06, 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 Indemnified Party and the Indemnifying Party (and their respective Subsidiaries) from all further liability concerning such Third-Party Claim. (c) If an the Indemnifying Party elects shall not to assume responsibility for defending a have undertaken the conduct and control of the defense of any Third-Party ClaimClaim as provided above, or fails the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to notify an the Indemnified Party to monitor the conduct or settlement of its election as provided in Section 10.03(b)such claim by the Indemnified Party, such and the Indemnified Party may defend shall provide the Indemnifying Party and such counsel with such information regarding such Third-Party Claim at the cost as either of them may reasonably request (which request may be general or specific), but all costs and expense of expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party; provided. In any such case, that in the event Indemnified Party shall have the right to compromise, settle or consent to the entry of any such failure judgment with respect 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 as provided in defending such Third-Party Claim incurred from the last day of the notice period under Section 10.03(b11.06(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-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. (ed) The If the Indemnified Party determines in its reasonable judgment that the Indemnifying Party shall have the right to compromise or settle a is not contesting such Third-Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) in good faith or Section 10.03(c) and any is not settling such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X shall be binding on Section 11.06, 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, the Indemnifying Party shall not have the right to admit culpability on behalf undertake control of the Indemnified Party and shall not compromise or settle a defense of such Third-Party Claim unless upon five days written notice to the Indemnifying Party and thereafter to defend, contest, settle or compromise or settlement includessuch Third-Party Claim in the exercise of its exclusive discretion. In any such case, as a part thereof, an unconditional release of the Indemnified Party from Liability 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 11.06(b) without the consent of the Indemnifying Party and does not require at the sole expense of the Indemnifying Party. (e) In the event of any payment by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third-Party Claim, the Indemnifying Party will be subrogated to and will stand in the place of such Indemnified Party to the extent of such payment as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to the Third-Party Claim against any claimant or plaintiff asserting the Third-Party Claim or against any other Person (other than another Indemnified Party). Such Indemnified Party will cooperate with the Indemnifying Party in a reasonable manner, and at the cost and expense of the Indemnifying Party, in prosecuting any subrogated right, defense or claim. (f) If an Action is commenced by a Third Party naming both one or more Ralcorp Parties and one or more Post Parties as defendants thereto, such Action will be handled in accordance with Section 7.07(b), to the extent applicable. Except as provided in Section 11.08, in the event of any Action in which the Indemnifying Party and the Indemnified Party each have Liability, then at the request of either Party, the Parties will endeavor to make agree on an apportionment of Liability and Out-of-Pocket Expenses related to the defense of such Action. In the event of any payment that Action in which the Indemnifying Party is not fully indemnified under this Agreement or to be subject to any non-monetary remedyalso a named defendant, in each case without at the express prior consent request of either the Indemnified Party or Indemnifying Party, the Parties will use reasonable efforts to substitute the Indemnifying Party for the named defendant in the Action. (g) With respect to any Tax Contest (as defined in the Tax Allocation Agreement), the provisions of the Tax Allocation Agreement (and not to be unreasonably withheld or delayed)the provisions of this Section 11.06) shall apply.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive notice of the assertion by any Person who is not of a member of the EWS Group or the SNI Group of any claim, or commencement of the commencement by any such Person of any an Action, with respect to which an Indemnifying by a Third Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement against it (collectivelyeach, a “Third-Third Party Claim”)) that may give rise to a claim for indemnification pursuant to this Agreement, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give such the Indemnifying Party written notice thereof within 30 days after such Indemnified Party received notice of such Third-Third Party Claim. Any such , which notice shall describe the Third-such Third Party Claim in reasonable detail; provided, includinghowever, if known, the amount of the Liability for which indemnification may be available. Notwithstanding the foregoing, that the failure of any Indemnified Party or other Person to give provide such notice as provided in this Section 10.03(a) 10.8 shall not relieve release the related Indemnifying Party from any of its obligations under this Article X, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Each Indemnifying Party may elect shall be entitled (but is shall not be required) to assume and control the defense of and defend, each Third Party Claim at such Indemnifying Party’s own its expense and by such Indemnifying Party’s own counsel, any Third-through counsel of its choice that is reasonably acceptable to the Indemnified Party Claim. Within 30 if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days after of the receipt of notice from an the Indemnified Party in accordance with Section 10.03(a) (or sooner10.8(a); provided, if the nature of such Third-Party Claim so requires)however, that the Indemnifying Party shall notify not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise such Third Party Claim; provided, further, that such Indemnified Party shall not withhold such consent if the settlement or compromise (i) contains no finding or admission of a violation of Applicable Law or a violation of the rights of a Person by the Indemnified Party or any of its election whether Affiliates, (ii) contains no finding or admission that would have an adverse effect on the Indemnified Party or any of its Affiliates as determined by the Indemnified Party in Good Faith, (iii) involves only monetary relief which the Indemnifying Party will assume responsibility for defending has agreed to pay and does not contain an injunction or other non-monetary relief affecting the Indemnified Party or any of its Affiliates, and (iv) includes a full, irrevocable unconditional release of the Indemnified Party from such Third-Third Party Claim, which election shall specify any reservations or exceptions. If, in such notice, . (c) If the Indemnifying Party elects to undertake the defense against a Third Party Claim as provided by Section 10.8(b), the Indemnified Party shall cooperate with the Indemnifying Party with respect to such defense and shall have the right, but not the obligation, to participate in such defense and to employ separate counsel of its choosing at its own expense; provided, however, 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 conflicts of interest (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 the Third Party Claim after the Indemnifying Party has failed, in the reasonable judgment of the Indemnified Party, to diligently defend the Third Party Claim after having elected to assume its defense. (d) If the Indemnifying Party (i) does not elect to assume the defense in accordance with Section 10.8(b), or (ii) after assuming the defense of a Third-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 solely of such Indemnified Party. (c) If an Indemnifying Party elects not obligation to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 10.03(b), such Indemnified Party may defend such Third-Party Claim at the cost and expense of the Indemnifying Partyown defense; provided, however, 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 10.03(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-Party Claim in accordance with the terms of this Agreement, no Indemnified Party may not settle or compromise any Third-such Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. For the avoidance of doubt, the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. (e) Subject to Article V, the Indemnified Party and the Indemnifying Party shall reasonably cooperate in the defense of a Third Party Claim including by (i) making available all witnesses, all pertinent records, all materials, and all Information in each other’s possession or under each other’s control relating to the Third Party Claim, (ii) assisting with litigation defense strategy, investigations, discovery preparation, trial preparation, and similar activities with respect to the Third Party Claim, and (iii) using commercially reasonable efforts to avoid taking any action, or omitting to take any action, that would materially and adversely prejudice each other’s defense of, or actual or potential rights of recovery with respect to, the Third Party Claim. 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 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim no obligation in accordance with this Article X 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, the Indemnifying Party shall not have the right to admit culpability on behalf of the an Indemnified Party and shall not compromise or settle a Third-for any Third Party Claim unless to the compromise or settlement includes, as a part thereof, an unconditional release of the extent such Indemnified Party from Liability fails to comply with this Section 10.8(e) with respect to such Third-the Third Party Claim and does not require such failure shall have materially and adversely prejudiced 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)Indemnifying Party.

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 more of the assertion by any Person who is not a member of the EWS Group or the SNI Group of any 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 make any claim for indemnification against any Chaparral Party under Section 10.01 10.2 or against TXI Party under Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)10.3, such Indemnified Party shall promptly give such written notice to the Indemnifying Party written notice thereof within 30 days after describing such Indemnified Party received notice of such 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 provide notice as provided in accordance with this Section 10.03(a10.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, 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 (but is not required) to assume the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. Within shall have 30 days after the receipt of the notice from an Indemnified Party referred to in accordance with Section 10.03(a10.6(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall to notify the Indemnified Party that it elects to conduct and control the defense of its election whether such Third Party Claim. If the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. If, in such does not give the foregoing notice, the Indemnifying Party elects to assume the defense of a Third-Party Claim, the 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 Section 10.6(c), and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to participate such Indemnified Parties in (but not controlaccordance with the other terms of this Section 10.6(b) 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 chosen by the Indemnified Party (including allocated costs of in-house counsel and other personnel) shall be borne by the expense solely Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (B) 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 (including allocated costs of in-house counsel and other personnel) shall be paid by the Indemnified Party; and (iv) the Indemnifying Party shall agree promptly to reimburse to the extent required under this Article X 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 an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all Liability in respect of such claim. If the Indemnifying Party shall not have undertaken the conduct and control of the defense of any Third Party Claim as 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 the 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), but all costs and expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party. (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 Third-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 therefor by the Indemnifying Party, and no amount in respect thereof shall be claimed as an Expense or a Loss under this Article X. If the Indemnified Party determines in its reasonable good faith judgment that the Indemnifying Party is not contesting such Third Party Claim in good faith, the Indemnified Party shall have the right to undertake control of the defense of such Third Party Claim upon five days written notice to the Indemnifying Party and thereafter to defend, contest, settle or compromise such Third Party Claim in the exercise of its election exclusive discretion. If the Indemnified Party shall have undertaken the conduct and control of the defense of any Third Party Claim as provided above, the Indemnified Party, on not less than 45 days prior written notice to the Indemnifying Party, may make settlement (including payment in Section 10.03(b)full) of such Third Party Claim, and such settlement shall be binding upon the Parties for the purposes hereof, unless within said 45-day period the Indemnifying Party shall have requested the Indemnified Party may defend to contest such Third-Third Party Claim at the cost and expense of the Indemnifying Party; provided. In such event, 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 shall promptly comply with such request and 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 10.03(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-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. (e) The Indemnifying Party shall have the right to compromise or settle a Third-Party Claim direct the defense of which it shall have assumed pursuant such claim or any litigation based thereon subject to all of the conditions of Section 10.03(b10.6(b). Notwithstanding anything in this Section 10.6(c) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X shall be binding on the contrary, if the Indemnified Party, in the same manner good-faith belief that a claim may materially and adversely affect it other than as if a final judgment result of money damages or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentenceother money payments, advises the Indemnifying Party that it has determined to settle a claim, the Indemnified Party shall not have the right to admit culpability on behalf do so at its own cost and expense, without any requirement to contest such claim at the request of the Indemnified Party and shall not compromise or settle a Third-Party Claim unless Indemnifying Party, but without any right under the compromise or settlement includesprovisions of this Article X for indemnification by the Indemnifying Party. (d) To the extent that, as a part thereofwith respect to any claim governed by the Tax Sharing Agreement, an unconditional release there is any inconsistency between the provisions of the Indemnified Party from Liability Tax Sharing Agreement and this Section 10.6, the provisions of the Tax Sharing Agreement shall control 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)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 Person Governmental Authority) who is not a member of the EWS ORACO Group or the SNI MERC Group of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 4.1 or Section 10.024.2, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and each party to this Agreement, written notice thereof within 30 twenty (20) days after such Indemnified Party received notice becoming aware of such Third-Third Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail, including, if known, the amount . If any Person shall receive notice or otherwise learn of the Liability for assertion of a Third Party Claim which indemnification may reasonably be availabledetermined to be a Shared Contingent Liability, such Person shall give each other party to this Agreement 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 10.03(a4.4(a) shall not relieve the related Indemnifying Party of its obligations under this Article X4, 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 (but is not required) and, unless the Indemnifying Party has specified any reservations or exceptions, to assume the defense of and defendseek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third-Third Party Claim; 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, such 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 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a4.4(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, the Indemnified Party such 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 solely of such Indemnified Indemnitee except as set forth in the next sentence. 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 Indemnitees shall be borne by the Indemnifying Party. (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 10.03(b4.4(b), such Indemnified Party Indemnitee may defend such Third-Third Party Claim at the cost and expense (not including allocated costs of in-house counsel and other in-house personnel) 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 10.03(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 Indemnitee may settle or compromise any Third-Third Party Claim without the consent of the Indemnifying Party. (e) The No Indemnifying Party shall have consent to entry of any judgment or enter into any settlement of the right to compromise or settle a Third-Third Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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 Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other similar order or other similar nonmonetary relief to be unreasonably withheld entered, directly or delayed)indirectly, against any Indemnitee.

Procedures for Indemnification of Third Party Claims. (a) If All claims for indemnification relating to a Third Party Claim by any indemnified party (an “Indemnified Party”) under this Article IX shall be asserted and resolved as set forth in this Section 9.3. (b) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party shall receive notice of the assertion by under this Article IX is asserted against or sought to be collected from any Person who is not a member of the EWS Group or the SNI Group of any 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 Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement by a Third Party (collectively, a “Third-Third Party Claim”), such Indemnified Party shall give promptly, but in no event more than ten Business Days following such Indemnified Party’s receipt of a Third Party Claim, notify the Indemnifying Party written notice thereof within 30 days after such Indemnified Party received notice in writing of such Third-Third Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, the amount or a good faith estimate of the Liability for amount of damages sought thereunder to the extent then ascertainable (which indemnification may estimate shall not be available. Notwithstanding conclusive of the foregoingfinal amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); 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 10.03(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, 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 with respect to such Third Party Claim. The Claim Notice shall describe the Third Party Claim in reasonable detail and shall, where reasonably practicable, include copies of all letters, claims, complaints, filings, documents and correspondence received by the Indemnified Party or its Representatives with respect thereto. The Indemnifying Party shall have 30 days (or such failure lesser number of days set forth in the Claim Notice as may be required by a court proceeding in the event of a litigated matter or such other number of days as may be agreed to give noticein writing between the Indemnifying Party and the Indemnified Party) after receipt of 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 the event that the Indemnifying Party elects to notify the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, such notification will contain the acknowledgement of the Indemnifying Party that such Third Party Claim constitutes an indemnifiable Liability pursuant to this Article IX. (bc) An In the event that the Indemnifying Party may elect (but is not required) notifies the Indemnified Party within the Notice Period that it desires to assume defend the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Indemnified Party against a Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 10.03(a) (or sooner, if the nature of such Third-Party Claim so requires), 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. If, in such notice, the Indemnifying Party elects to assume has duly assumed the defense of a Third-Third Party Claim, the Indemnified Party shall have the right right, but not the obligation, to participate in any such defense and to employ separate counsel and to 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 the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party’s counsel shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest between them (but not control) in which case the defenseIndemnifying Party shall be responsible for expenses in respect of one counsel, plus one appropriate local counsel for the Indemnified Party in any single jurisdiction). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise, or settlement thereofenter into any Order with respect to, but the fees and expenses of such counsel shall be the expense solely of such Indemnified Party. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third-any Third Party Claim, other than a settlement or fails compromise or Order that (1) is on exclusively monetary terms with, subject to notify an Indemnified Party of its election as provided the limitations in Section 10.03(b)9.10, such Indemnified Party may defend such Third-Party Claim at the cost and expense of the Indemnifying Party; provided, that in the event of any such failure to notify, monetary amounts paid by the Indemnifying Party may thereafter assume concurrently with the defense effectiveness of such Third-Party Claim upon notice to the compromise, judgement or settlement, (2) does not involve any finding or admission of violation of Law or admission of wrongdoing by the Indemnified Party and (but 3) provides in customary form, an unconditional and irrevocable release of, or dismissal with prejudice of, all claims against any Indemnified Party potentially affected by such Third Party Claim. Notwithstanding the cost and expense foregoing, if a Third Party Claim (A) seeks relief other than the payment of monetary damages or could result in the imposition of an Order, consent order, injunction or decree that would restrict any present or future activity or conduct of the Indemnified Party or any of its Affiliates, (B) seeks a finding or admission of a violation of applicable Law (including any Third Party Claim seeking to impose criminal fines, penalties or sanctions) or any Order or of a violation of the rights of any Person by the Indemnified Party or any of its Affiliates, (C) is asserted by or on behalf of a material customer, supplier, vendor, partner or other business relationship of the Indemnified Party that is exclusively a customer, supplier, vendor, partner or other business relationship of such Indemnified Party and not the other Party or (D) seeks 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, then, in defending each such Third-Party Claim incurred from case, the last day of the notice period under Section 10.03(b) until such date as the Indemnifying Indemnified Party shall assume be entitled to solely direct the defense at their own expense of any such Third-Third Party Claim shall be paid by 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 Claim. The Indemnified Party may shall not settle or compromise any Third-a Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (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, (ii) is not permitted to defend such Third Party Claim, or (iii) after assuming the defense of a Third Party Claim fails to use reasonable best efforts to defend diligently such Third Party Claim within 10 Business 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 but not the obligation to assume its own defense; it being understood that the Indemnified Party may, subject to the provisions of this Article X, seek indemnification for all Liabilities based upon, arising from or relating to such Third Party Claim, and the Indemnified Party’s right to indemnification for a Third Party Claim shall not be otherwise adversely affected by assuming the defense of such Third Party Claim. The Indemnified Party shall not settle a Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (e) The Indemnifying Indemnified Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, the Indemnifying Party shall not have cooperate in good faith in order to ensure the right proper and adequate defense of a Third Party Claim, including by providing access to admit culpability on behalf each other’s relevant Records and employees consistent with Article X; it being understood that the reasonable and documented out-of-pocket costs and expenses of the Indemnified Party relating thereto shall be Liabilities, subject to indemnification. (f) The Indemnified Party and the Indemnifying Party shall not compromise or settle use reasonable best efforts to avoid production of Confidential Information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing either party to a Third-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 made so as to preserve any nonapplicable attorney-monetary remedy, in each case without the express prior consent of the Indemnified Party (not to be unreasonably withheld client or delayed)work-product privileges.

Procedures for Indemnification of Third Party Claims. (a) If If, at or after the date of this Agreement, an Indemnified Party Indemnitee shall receive written notice from, or otherwise learn of the assertion by by, a Person (including any Person Governmental Authority) who is not a member of the EWS Enovis Group or the SNI ESAB Group (a “Third Party”) of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 5.2 or Section 10.025.3, or any other Section of this Agreement or or, subject to Section 5.13, any Specified Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 fourteen (14) days after such Indemnified Party received notice of receipt of such Third-Party Claimwritten notice. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, except to the extent that such to which the Indemnifying Party is actually was prejudiced by such the Indemnitee’s failure to give noticeprovide notice in accordance with this Section 5.5(a). (b) An Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (but is not requiredand to seek to settle or compromise) to assume the defense of and defendany such Third-Party Claim, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, any that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party Claim in the event that defense of such Third Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy; provided, further, in the event the Indemnifying Party is ESAB or such Third-Party Claim otherwise primarily relates to the ESAB Business, ESAB Assets or ESAB Liabilities, then ESAB shall defend such Third-Party Claim, at its own expense and by its own counsel, upon the written request of Enovis. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Party Claim, the Indemnified Party such 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 solely of such Indemnified PartyIndemnitee except as otherwise expressly set forth herein. (c) If 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 Indemnitee 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. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party ClaimClaim pursuant to Section 5.5(b), or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 10.03(b)within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnified Party may defend 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 at the cost and expense of in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party; provided, that in the event of any such failure elect to notify, the Indemnifying Party may thereafter assume take over the defense of such Third-Party Claim upon notice to if (i) in its exercise of reasonable business judgment, the Indemnified Indemnitee determines that the Indemnifying Party (but the cost and expense of such Indemnified Party in is not defending such Third-Party Claim incurred from 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-Party Claim (other than as contemplated by the 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. In addition to the foregoing and the last day sentence of Section 5.2(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party 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 employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the notice period under Section 10.03(b) until such date as applicable Third-Party Claim, and the Indemnifying Party shall assume bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) 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 or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) 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, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim shall be paid 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 and the last sentence of Section 5.2(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party)Party 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 employ separate counsel (including local counsel as appropriate) 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 such counsel and local counsel (as appropriate) for all Indemnitees. (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 Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the Indemnifying other 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 Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. 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. (eg) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall have establish a procedure reasonably acceptable to the right Indemnitee to compromise or settle a keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and Indemnitee when any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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 is closed, regardless of whether such Third-Party to make any payment that is not fully indemnified under this Agreement Claim was resolved by settlement, verdict, dismissal 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)otherwise.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified any Third Party shall receive notice of the assertion by make any Person who is not a member of the EWS Group claim or the SNI Group of commence any claim, Action (each such 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 Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, Action being a “Third-Party Claim”)) against any one or more of the Indemnified Parties with respect to which an Indemnified Party intends to make any claim for indemnification against Marathon Petroleum under Section 11.2 or against Marathon Oil under Section 12.3, such Indemnified Party shall give such Indemnifying promptly, but in no event later than 10 days after receipt by the Indemnified Party of written notice thereof within 30 days after such Indemnified Party received notice of such the Third-Party Claim. Any , give written notice to the Indemnifying Party describing 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 provide notice as provided in accordance with this Section 10.03(a11.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article XXI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give provide prompt notice. (b) An The Indemnifying Party may elect (but is not requiredshall have 21 days after its receipt of the notice referred to in Section 11.6(a) to assume notify the Indemnified Party that it elects to conduct and control the defense of and defend, 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 10.03(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 the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. If, in such foregoing notice, the Indemnifying Party elects to assume the defense of a Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel defend, contest, settle or compromise such Third-Party Claim in the exercise of its reasonable discretion, subject to the provisions of this Section 11.6, and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to participate such Indemnified Parties in (but not controlaccordance with the other terms of this Section 11.6(b) the defenseamount of any Expense or Loss subject to indemnification hereunder resulting from the Third-Party Claim. If the Indemnifying Party gives the foregoing notice that it elects to conduct and control the defense of such Third-Party Claim, compromisethe Indemnifying Party shall have the right, at its sole expense, to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, 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 use its reasonable best efforts to prevent any lien, encumbrance or other adverse charge to thereafter attach to any asset of any Indemnified Party; (ii) the Indemnifying Party shall use its reasonable best efforts to prevent any injunction against any Indemnified Party; (iii) the Indemnifying Party shall permit the Indemnified Party and any 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 any 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 chosen by the Indemnified Party shall be borne by the expense solely Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed that the Indemnifying Party should pay for such counsel or (B) the named parties to any such Third-Party Claim include the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or reasonably likely conflicts of interest between them, in either of which cases the reasonable fees and disbursements of counsel for such Indemnified Party shall be paid or reimbursed by the Indemnifying Party; and (iv) the Indemnifying Party shall agree promptly to reimburse to the extent required under this Article XI the Indemnified Party for the full amount of any Expense or Loss resulting from such Third-Party Claim. A Party’s defense of any Third-Party Claim pursuant to Section 11.6(b) includes the right (after consultation with the other Party following at least 21 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, 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 if the effect thereof is (i) to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against such Indemnified Party or (ii) in the reasonable judgment of such Indemnified PartyParty (as reflected in a written objection delivered by such Indemnified Party to the Indemnifying Party within the period of 21 days following receipt of the written notice described above in this Section 11.6(b)), have a material adverse financial impact or a material adverse effect upon the ongoing operations of such Indemnified Party (taken together with its Subsidiaries). Notwithstanding any other provision of this Section 11.6, 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 (and their respective Subsidiaries) from all further liability concerning such Third-Party Claim. (c) If an the Indemnifying Party elects shall not to assume responsibility for defending a have undertaken the conduct and control of the defense of any Third-Party ClaimClaim as provided above, or fails the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to notify an the Indemnified Party to monitor the conduct or settlement of its election as provided in Section 10.03(b)such claim by the Indemnified Party, such and the Indemnified Party may defend shall provide the Indemnifying Party and such counsel with such information regarding such Third-Party Claim at the cost as either of them may reasonably request (which request may be general or specific), but all costs and expense of expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party; provided. In any such case, that in the event Indemnified Party shall have the right to compromise, settle or consent to the entry of any such failure judgment with respect 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 as provided in defending such Third-Party Claim incurred from the last day of the notice period under Section 10.03(b11.6(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-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. (ed) The If the Indemnified Party determines in its reasonable judgment that the Indemnifying Party shall have the right to compromise or settle a is not contesting such Third-Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) in good faith or Section 10.03(c) and any is not settling such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X shall be binding on Section 11.6, 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, the Indemnifying Party shall not have the right to admit culpability on behalf undertake control of the Indemnified Party and shall not compromise or settle a defense of such Third-Party Claim unless upon five days written notice to the Indemnifying Party and thereafter to defend, contest, settle or compromise or settlement includessuch Third-Party Claim in the exercise of its exclusive discretion. In any such case, as a part thereof, an unconditional release of the Indemnified Party from Liability 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 11.6(b) without the consent of the Indemnifying Party and does not require at the sole expense of the Indemnifying Party. (e) In the event of any payment by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third-Party Claim, the Indemnifying Party will be subrogated to and will stand in the place of such Indemnified Party to the extent of such payment as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to the Third-Party Claim against any claimant or plaintiff asserting the Third-Party Claim or against any other Person (other than another Indemnified Party). Such Indemnified Party will cooperate with the Indemnifying Party in a reasonable manner, and at the cost and expense of the Indemnifying Party, in prosecuting any subrogated right, defense or claim. (f) If an Action is commenced by a Third Party naming both one or more Marathon Oil Parties and one or more Marathon Petroleum Parties as defendants thereto, such Action will be handled in accordance with Section 7.7(b), to the extent applicable. Except as provided in Section 11.8, in the event of any Action in which the Indemnifying Party and the Indemnified Party each have Liability, then at the request of either Party, the Parties will endeavor to make agree on an apportionment of Liability and Out-of-Pocket Expenses related to the defense of such Action. In the event of any payment that Action in which the Indemnifying Party is not fully indemnified under this Agreement or to be subject to any non-monetary remedyalso a named defendant, in each case without at the express prior consent request of either the Indemnified Party or Indemnifying Party, the Parties will use reasonable efforts to substitute the Indemnifying Party for the named defendant in the Action. (g) With respect to any Proceeding (as defined in the Tax Sharing Agreement), the provisions of the Tax Sharing Agreement (and not to be unreasonably withheld or delayed)the provisions of this Section 11.6) shall apply.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive written notice of the assertion by any Person who is not from a member of the EWS Group or the SNI Group Third Party of any claim, claim or of demand or the commencement by any such Person of any ActionAction (each, 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 10.01 5.2 or Section 10.025.3, or any other Section provision of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall promptly (but in no event more than 30 days following receipt of such claim or demand) give such Indemnifying Party written notice thereof within 30 days after such Indemnified Party received notice of such Third-Party Claimthereof. Any such notice shall describe (i) state that the Indemnitee has paid or, incurred Losses, or reasonably anticipates that the Indemnitee will pay or incur Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement; (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date (if any) such item was paid or incurred, the basis for any reasonably anticipated Losses and the nature of the misrepresentation, breach of warranty, breach of covenant or other claim to which each such item is related and (iii) include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim in reasonable detail, including, if known, the amount of the Liability for which indemnification may be availableClaim. 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 10.03(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, except to the extent that such to which the Indemnifying Party is actually shall demonstrate that it was 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 (but is not required) and to assume the defense of and defendseek 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 60 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a) (or sooner, if the nature of such Third-Party Claim so requires5.5(a), 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; provided that if the Indemnifying Party fails to notify the Indemnitee in accordance with the foregoing sentence, which the Indemnifying Party shall be deemed to elect not to defend (or to seek to settle or compromise) such Third-Party Claim. (c) If 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 (including its counsel) and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee 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. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim at the cost and expense of the Indemnifying Party (i) to the extent such Third-Party Claim relates to any actual or alleged criminal Action, allegation or investigation, (ii) to the extent such Third-Party Claim seeks an injunction or equitable relief against an Indemnitee as the primary remedy or (iii) to the extent any Indemnitee shall specify any reservations reasonably determine that such Indemnitee and the Indemnifying Party have actual or exceptions. If, in such notice, potential differing defenses or conflicts of interest between them that make joint representation inappropriate. (e) If the Indemnifying Party elects to assume the defense of a Third-Party Claim in accordance with this Agreement, then (i) the Indemnitee may retain 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 at its own cost and expense subject to limitations to preserve Privilege or Third Party confidentiality and (ii) the Indemnitee may not file any papers or consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party; provided that the Indemnitee may choose separate counsel at the sole cost and expense of the Indemnifying Party in the event that outside counsel to the Indemnitee reasonably determines that a conflict of interest arises between the Indemnitee and the Indemnifying Party or both the Indemnitee and the Indemnifying Party are named parties to such Third-Party Claim and there are material differing defenses between them that make joint representations inappropriate, but shall not be entitled to determine or conduct the defense of such Third-Party Claim or settlement negotiations with respect to such Third-Party Claim, the Indemnified . (f) An Indemnifying Party that does not elect to defend a 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 to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses defense of such counsel shall be the expense solely of such Indemnified Party. (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 10.03(b), such Indemnified Party may defend such any Third-Party Claim for which it is a potential Indemnifying Party at the its own cost and expense of expense, subject to limitations to preserve Privilege or Third Party confidentiality. Without limiting the Indemnifying Party; providedforegoing, that subject to Section 6.6, each Party shall act in good faith and cooperate with the event of any such failure Party entitled to notify, the Indemnifying Party may thereafter assume conduct and control the defense of such Third-Party Claim upon notice in such defense and make available to the Indemnified Party (but controlling Party, at the cost non-controlling Party’s expense, all witnesses, information and expense of materials in such Indemnified Party in defending non-controlling Party’s possession or under such Thirdnon-Party Claim incurred from the last day of the notice period under Section 10.03(b) until such date controlling Party’s control relating thereto as the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid are reasonably required by the Indemnifying controlling Party). (dg) Unless Notwithstanding the Indemnifying Party has failed to assume the defense of the Third-Party Claim foregoing in accordance with the terms of this AgreementSection 5.5, no Indemnified Party may may, or permit any of its Subsidiaries to, settle or compromise any Third-Party Claim for which any Indemnitee is seeking or would seek to be indemnified hereunder without the prior written consent of the Indemnifying other Party, which consent may not be unreasonably withheld, conditioned or delayed, 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 Group and provides for a full, unconditional and irrevocable release of the other Group from all Liability in connection with the Third-Party Claim. (eh) The Indemnifying Party shall have the right who elects to compromise or settle defend a Third-Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b5.5(b) or Section 10.03(c) and shall keep the Indemnitee reasonably informed of the progress of any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X shall be binding on and notify 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, 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 Indemnitee when any such Third-Party Claim and does not require the Indemnified is closed, regardless of whether such Third-Party to make any payment that is not fully indemnified under this Agreement Claim was resolved by settlement, verdict, dismissal 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)otherwise.

Procedures for Indemnification of Third Party Claims. (a) If If, at or after the date of this Agreement, an Indemnified Party Indemnitee shall receive written notice from, or otherwise learn of the assertion by by, a Person (including any Person Governmental Authority) who is not a member of the EWS Aptiv Group or the SNI Delphi Technologies Group (a “Third Party”) of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 5.2 or Section 10.025.3, or any other Section of this Agreement or or, subject to Section 5.13, any Specified Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 fourteen (14) days after such Indemnified Party received notice of receipt of such Third-Party Claimwritten notice. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, 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 Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (but is not required) and to assume the defense of and defendseek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel; provided, any that the Indemnifying Party will not select counsel without the Indemnitee’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, an Indemnifying Party may not elect to defend such Third-Party ClaimClaim in the event that defense of such Third Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Party Claim, the Indemnified Party such 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 solely of such Indemnified PartyIndemnitee except as otherwise expressly set forth herein. (c) If 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 Indemnitee 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. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to elect to defend a Third-Party ClaimClaim pursuant to Section 5.5(b), or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 10.03(b)within thirty (30) days after receipt of a notice from an Indemnitee, such Indemnified Party may defend 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 at the cost and expense of in circumstances where an Indemnifying Party is permitted to make such an election pursuant to Section 5.5(b), an Indemnitee may, upon notice to the Indemnifying Party; provided, that in the event of any such failure elect to notify, the Indemnifying Party may thereafter assume take over the defense of such Third-Party Claim upon notice to if (i) in its exercise of reasonable business judgment, the Indemnified Indemnitee determines that the Indemnifying Party (but the cost and expense of such Indemnified Party in is not defending such Third-Party Claim incurred from 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-Party Claim (other than as contemplated by the 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. In addition to the foregoing and the last day sentence of Section 5.2(b), if any Indemnitee determines in good faith that such Indemnitee and the Indemnifying Party 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 employ separate counsel (including local counsel as appropriate) and to participate in (but not control) the defense, compromise, or settlement of the notice period under Section 10.03(b) until such date as applicable Third-Party Claim, and the Indemnifying Party shall assume bear the reasonable fees and expenses of one such counsel and local counsel (as appropriate) for all Indemnitees. (e) 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 or that is not permitted to elect or defend pursuant to Section 5.5(b), any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as appropriate) 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, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim shall be paid 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 and the last sentence of Section 5.2(b), if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party)Party 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 employ separate counsel (including local counsel as appropriate) 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 such counsel and local counsel (as appropriate) for all Indemnitees. (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 Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the Indemnifying other 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 Liability, wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party, the members of the other Party’s respective Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing from all Liability in connection with the Third-Party Claim. 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. (eg) The provisions of this Section 5.5 (other than this Section 5.5(g)) and the provisions of Section 5.6 (other than Section 5.6(f)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (h) The Indemnifying Party shall have establish a procedure reasonably acceptable to the right Indemnitee to compromise or settle a keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and Indemnitee when any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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 is closed, regardless of whether such Third-Party to make any payment that is not fully indemnified under this Agreement Claim was resolved by settlement, verdict, dismissal 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)otherwise.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive written notice of the assertion by from a Person (including any Person Governmental Authority) who is not a member of the EWS Oil States Group or the SNI Civeo Group (a “Third Party”) of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 2.2 or Section 10.022.3, or any other Section of this Agreement or any other Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 14 days after such Indemnified Party received notice of such Third-Party Claimwritten notice. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a2.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, 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 2.5(a). (b) An Indemnifying Party may elect to defend (but is not required) and, unless the Indemnifying Party has specified any reservations or exceptions, to assume the defense of and defendseek 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 10.03(a2.5(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Party Claim, the Indemnified Party such 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 solely of such Indemnified Indemnitee except as set forth in Section 2.5(c). (c) 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 Indemnitees shall be the expense of such Indemnitees, but shall be reimbursed by the Indemnifying Party. (cd) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim pursuant to Section 2.5(b), the 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 Third-Party Claim competently or in good faith, (ii) to the extent the Indemnifying Party has a Credit Rating, such Credit Rating of the Indemnifying Party is or falls below the Approval Rating as determined by at least two Rating Agencies, (iii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)) or (iv) 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. (e) 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 10.03(b2.5(b), such Indemnified or if an Indemnitee takes over the defense of a Third-Party may defend Claim as provided in Section 2.5(d)(i), the Indemnifying Party shall bear the costs and expenses of the Indemnitee incurred in defending such Third-Party Claim. If the Indemnitee takes over the defense of a Third-Party Claim at the cost and expense of the Indemnifying Party; provided, that as provided in the event of any such failure to notifySection 2.5(d)(ii)-(iv), the Indemnifying Party may thereafter assume shall bear all of the Indemnitee’s reasonable costs and expenses incurred in defending such Third-Party Claim. (f) If, pursuant to Section 2.5(d) or for any other reason, the Indemnifying Party is not defending a Third-Party Claim for which indemnification is provided under this Agreement, the Indemnifying Party shall have the right, at its own expense, to monitor reasonably the defense of such Third-Party Claim upon notice to Claim; provided, that such monitoring activity shall not interfere in any material respect with the Indemnified Party (but the cost and expense conduct of such Indemnified Party in defending such Third-Party Claim incurred from the last day of the notice period under Section 10.03(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid by the Indemnifying Party)defense. (dg) Unless the If an Indemnifying Party has failed to assume the defense of the Third-Party Claim in accordance with the terms of this AgreementAgreement or an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 2.5(d)(i), no Indemnified an Indemnitee may settle or compromise the Third-Party Claim without the consent of the Indemnifying Party. If an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 2.5(d)(ii)-(iv), such Indemnitee may not settle or compromise any Third-Party Claim without the consent of the Indemnifying Party. (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 10.03(b) or Section 10.03(c) and any , such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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. (h) In the case of a Third-Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third-Party Claim without the consent of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment or other non-monetary relief to be entered, directly or indirectly against any Indemnitee. For the avoidance of doubt, the consent of any Indemnitee pursuant to this Section 2.5(h) shall be required only with respect to non-monetary relief. (i) Civeo shall prepare and circulate a legal hold order (“LHO”) covering relevant categories of documents as promptly as practical following receipt of any notice pursuant to Section 2.5(a) and shall promptly notify Oil States after such LHO has been circulated. Oil States shall prepare and circulate a LHO covering documents in the possession, custody or control of the Oil States Group with respect to any Action so notified by Civeo. (j) The provisions of this Section 2.5 (other than this Section 2.5(j)) and the provisions of Section 2.6 shall not apply to Taxes (Taxes being governed by the Tax Sharing Agreement). (k) All Assumed Actions have been tendered by Oil States to Civeo and are deemed to be formally accepted by Civeo upon the execution of this Agreement. (l) An Indemnifying Party shall provide the Indemnitee with a monthly written report identifying any Third Party Claims which such Indemnifying Party has elected to defend pursuant to Section 2.5(b). In addition, the Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to automatically send electronic notice from the Indemnifying Party to the Indemnitee through the litigation management system or any successor system when any such Third Party Claim is closed, regardless of whether such Third Party Claim was decided by settlement, verdict, dismissal or was otherwise disposed of.

Procedures for Indemnification of Third Party Claims. (a) If All claims for indemnification relating to a Third Party Claim by any indemnified party (an “Indemnified Party”) under this Article X shall be asserted and resolved as set forth in this Section 10.04. (b) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party shall receive notice of the assertion by under this Article X is asserted against or sought to be collected from any Person who is not a member of the EWS Group or the SNI Group of any 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 Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement by a Third Party (collectively, a “Third-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 30 days after such Indemnified Party received notice in writing of such Third-Third Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the Liability for which indemnification may be available. Notwithstanding final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the foregoingextent practicable, any other material details pertaining thereto (a “Claim Notice”); 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 10.03(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, 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 with respect to such Third Party Claim. 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 a court proceeding in the event of a litigated matter or such failure other number of days as may be agreed to give noticein writing between the Indemnifying Party and the Indemnified Party) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party whether it desires to defend the Indemnified Party against such Third Party Claim. (bc) An In the event that the Indemnifying Party may elect (but is not required) notifies the Indemnified Party within the Notice Period that it desires to assume defend the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Indemnified Party against a Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 10.03(a) (or sooner, if the nature of such Third-Party Claim so requires), 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. If, in such notice, the Indemnifying Party elects to assume has duly assumed the defense of a Third-Third Party Claim, the Indemnified Party shall have the right right, but not the obligation, to participate in any such defense and to employ separate counsel and to of its choosing. The Indemnified Party shall participate in (but not control) the defenseany such defense at its expense, compromise, or settlement thereof, but the fees and expenses of provided that such counsel expense shall be the expense solely of such Indemnified Party. (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 10.03(b), such Indemnified Party may defend such Third-Party Claim at the cost and expense of the Indemnifying Party; provided, that in the event of any such failure to notify, Party if the Indemnifying Party may thereafter assume the defense of such Third-Party Claim upon notice to and the Indemnified Party are both named parties to the proceedings and the Indemnified Party’s counsel shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest between them (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 10.03(b) until such date as which case the Indemnifying Party shall assume not be responsible for expenses in respect of more than one additional counsel, plus appropriate local counsel for the defense Indemnified Party in any single jurisdiction). The Indemnifying Party shall not, without the prior written consent of such Third-the Indemnified Party, settle, compromise or offer to settle or compromise any Third Party Claim shall be paid (i) on a basis that would result in (A) 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, (B) a finding or admission of a violation of applicable Law or violation of the rights of any Person by the Indemnifying Party)Indemnified Party or any of its Affiliates or (C) 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 or (ii) which settlement or compromise does not provide for a full, unconditional and irrevocable release of the applicable Indemnified Parties. (d) Unless 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 failed so failed, the Indemnified Party shall have the right but not the 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-such Third Party Claim in accordance with the terms of this Agreement, no Claim. The Indemnified Party may shall not settle or compromise any Third-a Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. (e) The Indemnifying Indemnified Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, the Indemnifying Party shall not have cooperate in order to ensure the right proper and adequate defense of a Third Party Claim, including by providing access to admit culpability on behalf each other’s relevant business records and other documents, and employees consistent with Article XI; it being understood that the reasonable costs and expenses of the Indemnified Party relating thereto shall be Liabilities, subject to indemnification. (f) The Indemnified Party and the Indemnifying Party shall not compromise or settle use commercially reasonable efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing either party to a Third-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 made so as to preserve any nonapplicable attorney-monetary remedy, in each case without the express prior consent of the Indemnified Party (not to be unreasonably withheld client or delayed)work-product privileges.

Procedures for Indemnification of Third Party Claims. (a) If All claims for indemnification relating to a Third Party Claim by any indemnified party (an “Indemnified Party”) hereunder shall be asserted and resolved as set forth in this Section 5.04. (b) In the event that any written claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party shall receive notice of the assertion by hereunder is asserted against or sought to be collected from any Person who is not a member of the EWS Group or the SNI Group of any 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 Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement by a Third Party (collectively, a “Third-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 30 days after such Indemnified Party received notice in writing of such Third-Third Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the Liability for which indemnification may be available. Notwithstanding final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the foregoingextent practicable, and any other material details pertaining thereto (a “Claim Notice”); 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 10.03(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, 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 with respect to such Third Party Claim. 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 a court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party whether it desires to defend the Indemnified Party against such failure Third Party Claim; provided that in the event a Claim Notice in respect of indemnification sought pursuant to give noticeSection 5.02(d) so specifies, the 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 at the Indemnifying Party’s expense. (bc) An In the event that the Indemnifying Party may elect (but is not required) notifies the Indemnified Party within the Notice Period that it desires to assume defend the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Indemnified Party against a Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 10.03(a) (or sooner, if the nature of such Third-Party Claim so requires), 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. If, in such notice, the Indemnifying Party elects to assume has duly assumed the defense of a Third-Third Party Claim, the Indemnified Party shall have the right right, but not the obligation, to participate in any such defense and to employ separate counsel and to of its choosing. The Indemnified Party shall participate in (but not control) the defenseany such defense at its expense, compromise, or settlement thereof, but the fees and expenses of provided that such counsel expense shall be the expense solely of such Indemnified Party. (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 10.03(b), such Indemnified Party may defend such Third-Party Claim at the cost and expense of the Indemnifying Party; provided, that in the event of any such failure to notify, Party if (i) the Indemnifying Party may thereafter assume the defense of such Third-Party Claim upon notice to and the Indemnified Party (but are both named parties to the cost proceedings and expense of such 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 defending such Third-Party Claim incurred from the last day of the notice period under Section 10.03(b) until such date as which case the Indemnifying Party shall assume 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 such Third-a Third Party Claim shall be paid by the Indemnifying Party). (d) Unless after the Indemnifying Party has failed to assume diligently defend a Third Party Claim it has assumed the defense of, as provided in the first sentence of this Section 5.04(c). The Indemnifying Party shall not, without the prior written consent of the Third-Party Claim in accordance with the terms of this AgreementIndemnified Party, no Indemnified Party may settle, compromise or offer to settle or compromise any Third-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 5.04(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 but not the 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 such Third Party Claim. The Indemnified Party shall not settle a Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. (e) The Indemnifying Indemnified Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, the Indemnifying Party shall not have cooperate in order to ensure the right proper and adequate defense of a Third Party Claim, including by providing access to admit culpability on behalf each other’s relevant business records and other documents, and employees; it being understood that the reasonable costs and expenses of the Indemnified Party relating thereto shall be Liabilities, subject to indemnification. (f) The Indemnified Party and the Indemnifying Party shall not compromise or settle use commercially reasonable efforts to avoid production of confidential information (consistent with Applicable Law), and to cause all communications among employees, counsel and others representing either party to a Third-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 made so as to preserve any nonapplicable attorney-monetary remedy, in each case without the express prior consent of the Indemnified Party (not to be unreasonably withheld client or delayed)work-product privileges.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive written notice of the assertion by from a Person (including any Person Governmental Authority) who is not a member of the EWS Parent Group or the SNI Enova Group (a “Third Party”) of any claim, claim or of the commencement by any such Person of any ActionCorporate Action or other 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 10.01 5.2 or Section 10.025.3, or any other Section of this Agreement or or, subject to Section 5.14, any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 fourteen (14) days after such Indemnified Party received notice of receipt of such Third-Party Claimwritten notice. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a5.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, 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 (but is not required) and to assume the defense of and defendseek 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 10.03(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Party Claim, the Indemnified Party such 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 solely of such Indemnified PartyIndemnitee except as otherwise expressly set forth herein. (c) If 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 Indemnitee 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. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee, and the Indemnitee conducts and controls the defense of such Third-Party Claim, or fails to notify an Indemnified then the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of its election as provided in Section 10.03(b), such Indemnified Party may defend such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim at the cost and expense of pursuant to Section 5.5(b), a Indemnitee may, upon notice to the Indemnifying Party; provided, that in the event of any such failure elect to notify, the Indemnifying Party may thereafter assume take over the defense of such Third-Party Claim upon notice to if (i) in its exercise of reasonable business judgment, the Indemnified Indemnitee determines that the Indemnifying Party (but the cost and expense of such Indemnified Party in is not defending such Third-Party Claim incurred from competently or in good faith, (ii) the last day Credit Rating of the notice period under Section 10.03(b) until such date as the Indemnifying Party as determined by at least two Rating Agencies is or falls below B as established by Standard & Poor’s or Fitch, Inc., or B2 as established by Xxxxx’x, or the equivalent as established by any other Rating Agency, (iii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iv) 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 (v) there occurs a change of control of the Indemnifying Party. (e) 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 assume 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 shall be paid 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)Party 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 employ separate counsel (including local counsel as necessary) 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 such counsel for all Indemnitees. (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 Neither party may settle or compromise any 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. 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. (eg) 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 that exist as of the Distribution Date. (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) The Indemnifying Party shall have establish a procedure reasonably acceptable to the right Indemnitee to compromise or settle a keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and Indemnitee when any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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 is closed, regardless of whether such Third-Party to make any payment that is not fully indemnified under this Agreement Claim was resolved by settlement, verdict, dismissal 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)otherwise.

Procedures for Indemnification of Third Party Claims. (a) If any Person entitled to indemnification hereunder (an Indemnified Party "Indemnitee") shall receive notice or otherwise learn of the assertion by a Person (including any Person who is not a member of the EWS Group or the SNI Group Governmental Authority) of any claim, claim or of the commencement by any such Person of any ActionAction (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 Section 10.01 6.1 or Section 10.026.2, or any other Section of this Agreement or any Ancillary other agreement or document contemplated by this Agreement (collectively, a “Third-Party Claim”)or otherwise, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 twenty (20) days after such Indemnified Party received notice becoming aware 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 Indemnitee or other Person to give notice as provided in this Section 10.03(a6.3(a) shall not relieve the related Indemnifying Party of its obligations under this Article XVI, 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 (but is not required) and, unless the Indemnifying Party has specified any reservations or exceptions, to assume the defense of and defendseek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third-Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a6.3(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, the Indemnified Party such 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 solely of such Indemnified PartyIndemnitee except as set forth in Section 6.3(c). (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 10.03(b6.3(b), such Indemnified Party Indemnitee may defend such Third-Third Party Claim at the cost and expense (including allocated costs of in-house counsel and other personnel) 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 10.03(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 Indemnitee may settle or compromise any Third-Third Party Claim without the consent of the Indemnifying Party. (e) The No Indemnifying Party shall have consent to entry of any judgment or enter into any settlement of the right to compromise or settle a Third-Third Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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 Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be unreasonably withheld entered, directly or delayed)indirectly, against any Indemnitee.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party shall receive receives written notice of the assertion by that a Person (including any Person who Governmental Authority) that is not a member of the EWS MGM Group or the SNI MGP Group of has asserted any claimclaim or commenced any Action (collectively, or of the commencement by any such Person of any Action, with respect to which a “Third-Party Claim”) that may implicate an Indemnifying Party may be obligated Party’s obligation to provide indemnification to such Indemnified Party indemnify pursuant to Section 10.01 6.2 or Section 10.026.3, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Transaction Document, such Indemnified Party shall give such Indemnifying Party written notice thereof as promptly as practicable (and no later than within 30 twenty (20) days or sooner, if the nature of the Third-Party Claim requires) after such Indemnified Party received notice becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnified Party relating to the Liability for which indemnification may be availableThird-Party Claim. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give provide notice as provided in accordance with this Section 10.03(a6.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article XVI, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to give notice. (b) An Subject to this Section 6.6(b) and Section 6.6(c), an Indemnifying Party may elect (but is not required) to assume control the defense of (and defendto 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 10.03(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. If, in such notice, the Indemnifying Party elects to assume the defense of a Third-Party Claim, 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. (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 10.03(b), such Indemnified Party may defend such 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 10.03(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-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. (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 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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).with

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 who is not other than the parties hereto (a member of the EWS Group or the SNI Group of any claim, or of the commencement by any such Person of any Action, "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 10.01 10.2 or Section 10.0210.3, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 20 days after such Indemnified Party received notice becoming aware of such Third-Third Party Claim. 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 (if other than CBI) shall give CBI and any other party to this Agreement written notice thereof within 20 days after becoming aware of such 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 Indemnitee or other Person to give notice as provided in this Section 10.03(a10.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article X10, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An If the Indemnitee, the party receiving any notice pursuant to Section 10.5(a) or any other party to this Agreement believes that the Third Party Claim is or may be a Shared Contingent Liability, such Indemnitee or other party may make a request for a determination of such matter to the Contingent Claim Committee (a "Determination Request") at any time following any notice given by the Indemnitee to an Indemnifying Party or given by any other Person to CBI pursuant to Section 10.5(a). CBI may elect make such a Determination Request at any time. Unless all parties have acknowledged that the applicable Third Party Claim is not a Shared Contingent Liability or unless a determination to such effect has been made in accordance with Section 7.6, CBI shall be entitled (but is not requiredobligated) to assume the defense of such Third Party Claim as if it were the Indemnifying Party hereunder. In any such event, CBI shall be entitled to reimbursement of all the costs and defendexpenses of such defense once a final determination or acknowledgement is made as to the status of the Third Party Claim from the applicable party or parties that would have been required to pay such amounts if the status of the Third Party Claim had been determined immediately; 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 7.4. (c) CBI shall assume the defense of, and may seek to settle or compromise, any Third Party Claim that is a Shared Contingent Liability, and the costs and expenses thereof 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 7.4. Any Indemnitee 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 Indemnitee. (d) Other than in the case of a Shared Contingent Liability, an Indemnifying Party may elect to defend (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-Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a) (or sooner, if the nature of such Third-Party Claim so requires10.5(a), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third-Third Party Claim, which election shall specify any reservations or exceptions. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, the Indemnified Party such 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 solely of such Indemnified Indemnitee except as set forth in the next sentence. In the event that (i) the Third Party Claim is not a Shared Contingent Liability and (ii) 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 Indemnitees shall be borne by the Indemnifying Party. (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-Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 10.03(b10.5(d), such Indemnified Party Indemnitee 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 10.03(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid by the Indemnifying Party). (df) 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 Indemnitee may settle or compromise any Third-Third Party Claim that is not a Shared Contingent Liability without the consent of the Indemnifying Party. No Indemnitee may settle or compromise any Third Party Claim that is a Shared Contingent Liability without the consent of CBI. (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 the Third Party Claim without the consent of the Indemnifying Party. (e) The Indemnifying Party shall have Indemnitee if the right effect thereof is to compromise permit any injunction, declaratory judgment, other order or settle other nonmonetary relief to be entered, directly or indirectly, against any Indemnitee. In the case of a Third-Third Party Claim that is a Shared Contingent Liability, CBI shall not consent to entry of any judgment or enter into any settlement of the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Third Party Claim in accordance with this Article X shall be binding on without 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, the Indemnifying Party shall not have the right to admit culpability on behalf consent of the Indemnified Party and shall not compromise Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other order 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 other non-monetary remedy, in each case without the express prior consent of the Indemnified Party (not relief to be unreasonably withheld entered, directly or delayed)indirectly, against any Indemnitee.

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 more of the assertion by any Person who is not a member of the EWS Group or the SNI Group of any 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 make any claim for indemnification against a TreeHouse Party under Section 10.01 10.2 or against a Dxxx Party under Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)10.3, such Indemnified Party shall promptly give such written notice to the Indemnifying Party written notice thereof within 30 days after describing such Indemnified Party received notice of such 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 provide notice as provided in accordance with this Section 10.03(a10.6(a) shall not relieve the related Indemnifying Party of its obligations under this Article X, 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 (but is not required) to assume the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. Within shall have 30 days after the receipt of the notice from an Indemnified Party referred to in accordance with Section 10.03(a10.6(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall to notify the Indemnified Party that it elects to conduct and control the defense of its election whether such Third Party Claim. If the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. If, in such does not give the foregoing notice, the Indemnifying Party elects to assume the defense of a Third-Party Claim, the 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 Section 10.6(c), and the Indemnifying Party shall, upon request from any of the Indemnified Parties, promptly pay to participate such Indemnified Parties in (but not controlaccordance with the other terms of this Section 10.6(b) 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 chosen by the Indemnified Party (including allocated costs of in-house counsel and other personnel) shall be borne by the expense solely of such Indemnified Party. (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 10.03(b), such Indemnified Party may defend such Third-Party Claim at the cost and expense of the Indemnifying Party; provided, that in the event of any such failure to notify, unless (A) the Indemnifying Party may thereafter assume and the defense Indemnified Party shall have mutually agreed to the retention of such Third-counsel or (B) the named parties to any such Third Party Claim upon notice include the Indemnified Party and the Indemnifying Party and in the reasonable opinion of counsel to the Indemnified Party (but representation of both parties by the cost same counsel would be inappropriate due to actual or likely conflicts of interest between them, in either of which cases the reasonable fees and expense disbursements of counsel for such Indemnified Party in defending such Third(including allocated costs of in-Party Claim incurred from the last day of the notice period under Section 10.03(bhouse counsel and other personnel) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid by the Indemnifying Party). ; and (div) Unless the Indemnifying Party has failed shall agree promptly to assume reimburse to the defense extent required under this Article X 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 Third-Party Claim in accordance with the terms of this AgreementIndemnified Party, no Indemnified Party may settle or compromise any Third-claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. If the Indemnifying Party shall not have undertaken the conduct and control of the defense of any Third Party Claim without as provided above, the consent 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 the 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), but all costs and expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party. (ec) The So long as the Indemnifying Party 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 pay or settle any such Third Party Claim, provided that in such event the Indemnified Party shall waive any right to indemnity therefor by the Indemnifying Party, and no amount in respect thereof shall be claimed as an Expense or a Loss under this Article X. If the Indemnified Party determines in its reasonable good faith judgment that the Indemnifying Party is not contesting such Third Party Claim in good faith, the Indemnified Party shall have the right to undertake control of the defense of such Third Party Claim upon five days written notice to the Indemnifying Party and thereafter to defend, contest, settle or compromise such Third Party Claim in the exercise of its exclusive discretion. If the Indemnified Party shall have undertaken the conduct and control of the defense of any Third Party Claim as provided above, the Indemnified Party, on not less than 45 days prior written notice to the Indemnifying Party, may make settlement (including payment in full) of such Third Party Claim, and such settlement shall be binding upon the Parties for the purposes hereof, unless within said 45-day period the Indemnifying Party shall have requested the Indemnified Party to contest such Third Party Claim at the expense of the Indemnifying Party. In such event, the Indemnified Party shall promptly comply with such request and the Indemnifying Party shall have the right to compromise or settle a Third-Party Claim direct the defense of which it shall have assumed pursuant such claim or any litigation based thereon subject to all of the conditions of Section 10.03(b10.6(b). Notwithstanding anything in this Section 10.6(c) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X shall be binding on the contrary, if the Indemnified Party, in the same manner good-faith belief that a claim may materially and adversely affect it other than as if a final judgment result of money damages or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentenceother money payments, advises the Indemnifying Party that it has determined to settle a claim, the Indemnified Party shall not have the right to admit culpability on behalf do so at its own cost and expense, without any requirement to contest such claim at the request of the Indemnified Party and shall not compromise or settle a Third-Party Claim unless Indemnifying Party, but without any right under the compromise or settlement includesprovisions of this Article X for indemnification by the Indemnifying Party. (d) To the extent that, 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 claim governed by Section 9 of the Indemnified Party (not Tax Sharing Agreement, there is any inconsistency between the provisions of such Section 9 and of this Section 10.6, the provisions of Section 9 of the Tax Sharing Agreement shall control with respect to be unreasonably withheld or delayed)the conduct, defense and settlement of such claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive written notice of the assertion by any Person who is not a member of the EWS Group or the SNI Group of any claim, or of the commencement by any such Person of any Action, Third Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 10.01 5.4 or Section 10.025.5, or any other Section of this Agreement or any other Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 fourteen (14) days after such Indemnified Party received notice of such Third-Party Claimwritten notice. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a5.7(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, 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 5.7(a). (b) An Indemnifying Party may elect to defend (but is not required) and, unless the Indemnifying Party has specified any reservations or exceptions, to assume the defense of and defendseek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim; provided, however, that an Indemnifying Party shall not be entitled to elect to defend any Third Party Claim that potentially includes Liabilities for which the Indemnitee will not be indemnified hereunder unless either the Indemnitee consents to the Indemnifying Party assuming such defense or the Indemnifying Party agrees to assume such defense and indemnify without reservation or exception. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a5.7(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. If, in such notice, exceptions if the Indemnitee has consented to the Indemnifying Party elects assuming the defense notwithstanding such reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, the Indemnified Party such 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 solely of such Indemnified PartyIndemnitee except as set forth in the next sentence. (c) If the Indemnifying Party has elected (and is permitted hereunder) 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 Indemnitees shall be the expense of such Indemnitees, but shall be promptly reimbursed by the Indemnifying 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 notice, then the Indemnifying Party must obtain the consent of the Indemnitee prior to any settlement or compromise. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim pursuant to Section 5.7(b), the 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 Third-Party Claim in good faith, (ii) the Credit Rating of the Indemnifying Party is or falls below the Minimum Credit Rating as determined by at least two Rating Agencies, (iii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iv) 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 (v) when Huntsman is the Indemnitee, there has occurred a change of control of Venator since the Effective Date. (e) 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 10.03(b5.7(b), such Indemnified or if an Indemnitee takes over the defense of a Third-Party may defend Claim as provided in Section 5.7(d), the Indemnifying Party shall bear, and reimburse promptly, all of the Indemnitee’s reasonable costs and expenses incurred in defending such Third-Party Claim at the cost and expense of the Indemnifying Party; providedClaim. (f) If, that in the event of pursuant to Section 5.7(d) or for any such failure to notifyother reason, the Indemnifying Party may thereafter assume is not defending a Third-Party Claim for which indemnification is provided under this Agreement, the Indemnifying Party shall have the right, at its own expense, to monitor reasonably the defense of such Third-Party Claim upon notice to Claim; provided, that such monitoring activity shall not interfere in any material respect with the Indemnified Party (but the cost and expense conduct of such Indemnified Party in defending such Third-Party Claim incurred from the last day of the notice period under Section 10.03(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid by the Indemnifying Party)defense. (dg) Unless the If an Indemnifying Party has failed to assume the defense of the Third-Party Claim in accordance with the terms of this AgreementAgreement or an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 5.7(d)(i), no Indemnified an Indemnitee may settle or compromise the Third-Party Claim without the consent of the Indemnifying Party. If an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 5.7(d)(ii)-(v), such Indemnitee may not settle or compromise any Third-Party Claim without the consent of the Indemnifying Party. (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 10.03(b) or Section 10.03(c) and any , such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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. (h) In the case of a Third-Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third-Party Claim without the consent of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, regulatory penalty or other non-monetary relief to be entered, directly or indirectly against any Indemnitee. (i) Venator or Huntsman, as applicable, shall prepare and circulate a legal hold order (“LHO”) covering relevant categories of documents as promptly as practical following receipt of any notice pursuant to Section 5.7(a) and shall promptly notify the other Party after such LHO has been circulated. Huntsman or Venator, as applicable, shall prepare and circulate a LHO covering documents in the possession, custody or control of the members of its Group with respect to any Action so notified to the other Party. (j) The provisions of this Section 5.7 (other than this Section 5.7(j)) and the provisions of Section 5.8 shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (k) All Assumed Actions have been tendered by Huntsman to Venator and are deemed to be formally accepted by Venator upon the execution of this Agreement without reservation or exception and Venator has elected to defend all such actions subject to the other provisions of this Section 5.7. (l) An Indemnifying Party shall provide the Indemnitee with a monthly written report identifying any Third Party Claims which such Indemnifying Party has elected to defend pursuant to this Section 5.7.

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 who is not a member of the EWS Group or the SNI Group of any claim, or of the commencement by any such Person of any Action, Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 as soon as reasonably practicable, but no later than thirty (30) days after such Indemnified Party received notice becoming aware of such 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 demand letters and motions, including, if known, pleadings and other court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-Party Claim. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 10.03(a9.5(a) shall not relieve the related Indemnifying Party from which indemnification hereunder is sought of its obligations under this Article XIX, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give noticenotice in accordance with this Section 9.5(a). (b) An The Indemnifying Party may elect shall have the right, exercisable by written notice to the Indemnitee within thirty (but is not required30) to assume the defense of and defend, 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 10.03(a9.5(a) (or sooner, if the nature of such 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 approved by the Indemnitee (such approval not to be unreasonably withheld, conditioned or delayed); provided, however, that the Indemnifying Party shall notify not have the Indemnified right to control the defense of any Third-Party of its election whether Claim (i) to the Indemnifying Party will assume responsibility for defending extent such Third-Party Claim, which election shall specify Claim seeks criminal penalties or injunctive or other equitable relief (other than any reservations such injunctive or exceptions. If, other equitable relief that is solely incidental to the granting of money damages) or (ii) if the Indemnitee has reasonably determined in good faith that the Indemnifying Party controlling such notice, defense will affect the Indemnitee or its Group in a materially adverse manner. (c) If the Indemnifying Party elects not to assume the defense of a Third-Party Claim, the Indemnified Party shall have the right Claim (or is not permitted 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. (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 10.03(b), such Indemnified Party may defend such 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 Claim) in accordance with this Agreement, or fails to the Indemnified Party (but the cost and expense notify an Indemnitee of its election as provided in Section 9.5(b), such Indemnified Party in defending Indemnitee may defend such Third-Party Claim incurred from the last day of the notice period under Section 10.03(b) until such date as Claim, and the Indemnifying Party shall assume the defense of be liable for all reasonable costs and expenses paid or incurred in connection with such Third-Party Claim shall be paid by the Indemnifying Party). (d) Unless defense. If the Indemnifying Party has failed elects (and is permitted) to assume the defense of the a Third-Party Claim in accordance with the terms of this Agreement, the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party 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 in accordance with the 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 Party 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 Indemnified longer be entitled to assume the defense of such Third-Party Claim pursuant to Section 9.5(b), 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-Party Claim that the other is defending as provided in this Agreement. In the event, however, that such Indemnitee reasonably determines subsequently 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 Third-Party Claim without the consent of the 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 PartyParty has agreed to pay; (iii) does not involve a Governmental Authority ; and (iv) includes a full and unconditional release of the Indemnitee or Indemnitees. Notwithstanding the foregoing, the consent of an Indemnitee (not to be unreasonably withheld, conditioned or delayed) 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 non-monetary relief to be entered, directly or indirectly, against such Indemnitee. (ef) The Whether or not the Indemnifying Party shall have the right to compromise or settle a Third-Party Claim assumes the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance Claim, no Indemnitee shall admit any liability with this Article X shall be binding on the Indemnified Partyrespect to, 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 sentencesettle, 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 includesdischarge, 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 Indemnifying Party’s prior written consent of the Indemnified Party (such consent not to be unreasonably withheld withheld, conditioned or delayed).

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive written notice of the assertion by any Person who is not a member of the EWS Group or the SNI Group of any claim, or of the commencement by any such Person of any Action, Third Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 10.01 5.4 or Section 10.025.5, or any other Section of this Agreement or any other Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 fourteen (14) days after such Indemnified Party received notice of such Third-Party Claimwritten notice. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a5.7(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, 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 5.7(a). (b) An Indemnifying Party may elect to defend (but is not required) and, unless the Indemnifying Party has specified any reservations or exceptions, to assume the defense of and defendseek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim; provided, however, that an Indemnifying Party shall not be entitled to elect to defend any Third Party Claim that potentially includes Liabilities for which the Indemnitee will not be indemnified hereunder unless either the Indemnitee consents to the Indemnifying Party assuming such defense or the Indemnifying Party agrees to assume such defense and indemnify without reservation or exception. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a5.7(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. If, in such notice, exceptions if the Indemnitee has consented to the Indemnifying Party elects assuming the defense notwithstanding such reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, the Indemnified Party such 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 solely of such Indemnified PartyIndemnitee except as set forth in the next sentence. (c) If the Indemnifying Party has elected (and is permitted hereunder) 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 Indemnitees shall be the expense of such Indemnitees, but shall be promptly reimbursed by the Indemnifying 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 notice, then the Indemnifying Party must obtain the consent of the Indemnitee prior to any settlement or compromise. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim pursuant to Section 5.7(b), the 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 Third-Party Claim in good faith, (ii) the Credit Rating of the Indemnifying Party is or falls below the Minimum Credit Rating as determined by both the Rating Agencies, (iii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), (iv) 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 (v) when Huntsman is the Indemnitee, there has occurred a change of control of Venator since the Effective Date. (e) 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 10.03(b5.7(b), such Indemnified or if an Indemnitee takes over the defense of a Third-Party may defend Claim as provided in Section 5.7(d), the Indemnifying Party shall bear, and reimburse promptly, all of the Indemnitee’s reasonable costs and expenses incurred in defending such Third-Party Claim at the cost and expense of the Indemnifying Party; providedClaim. (f) If, that in the event of pursuant to Section 5.7(d) or for any such failure to notifyother reason, the Indemnifying Party may thereafter assume is not defending a Third-Party Claim for which indemnification is provided under this Agreement, the Indemnifying Party shall have the right, at its own expense, to monitor reasonably the defense of such Third-Party Claim upon notice to Claim; provided, that such monitoring activity shall not interfere in any material respect with the Indemnified Party (but the cost and expense conduct of such Indemnified Party in defending such Third-Party Claim incurred from the last day of the notice period under Section 10.03(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid by the Indemnifying Party)defense. (dg) Unless the If an Indemnifying Party has failed to assume the defense of the Third-Party Claim in accordance with the terms of this AgreementAgreement or an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 5.7(d)(i), no Indemnified an Indemnitee may settle or compromise the Third-Party Claim without the consent of the Indemnifying Party. If an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 5.7(d)(ii)-(v), such Indemnitee may not settle or compromise any Third-Party Claim without the consent of the Indemnifying Party. (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 10.03(b) or Section 10.03(c) and any , such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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. (h) In the case of a Third-Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third-Party Claim without the consent of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, regulatory penalty or other non-monetary relief to be entered, directly or indirectly against any Indemnitee. (i) Venator or Huntsman, as applicable, shall prepare and circulate a legal hold order (“LHO”) covering relevant categories of documents as promptly as practical following receipt of any notice pursuant to Section 5.7(a) and shall promptly notify the other Party after such LHO has been circulated. Huntsman or Venator, as applicable, shall prepare and circulate a LHO covering documents in the possession, custody or control of the members of its Group with respect to any Action so notified to the other Party. (j) The provisions of this Section 5.7 (other than this Section 5.7(j)) and the provisions of Section 5.8 shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (k) All Assumed Actions have been tendered by Huntsman to Venator and are deemed to be formally accepted by Venator upon the execution of this Agreement without reservation or exception and Venator has elected to defend all such actions subject to the other provisions of this Section 5.7.

Procedures for Indemnification of Third Party Claims. (a) 7.4.1 If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Third Party (including any Person who is not a member of the EWS Group or the SNI Group Governmental Authority) of any claim, claim or of the commencement by any such Person Third Party of any Action, Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 10.01 Sections 7.1 or Section 10.027.2, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Third Party Claim”), such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within 30 days forty-five (45) days) after such Indemnified Party received notice becoming aware 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 Indemnitee or other Person to give notice as provided in this Section 10.03(a) 7.4 shall not relieve the related Indemnifying Party of its obligations under this Article X7, 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) 7.4.2 An Indemnifying Party may elect (but is shall not be required) to assume the defense of and 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-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 10.03(a) 7.4.1 (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 exceptionsexceptions to its defense. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, the Indemnified Party such 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 solely of such Indemnified Indemnitee; provided, however, in the 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 notice 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 Indemnitees shall be borne by the Indemnifying Party. (c) 7.4.3 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 10.03(b)7.4.2, such Indemnified Party Indemnitee may defend such Third-Third Party Claim at the cost and expense of the Indemnifying Party; provided, that . Any legal fees and expenses incurred by the Indemnitee 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 connection with defending such Third-Party Claim incurred from the last day of the notice period under Section 10.03(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim claim shall be paid by the Indemnifying Party)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) 7.4.4 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 Indemnitee may settle or compromise any Third-Third Party Claim without the consent of the Indemnifying Party. If an Indemnifying Party has failed to assume the defense of the Third Party Claim within the time period specified in Section 7.4.2 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. (e) The 7.4.5 In the case of a Third Party Claim, no Indemnifying Party shall have consent to entry of any judgment or enter into any settlement of the right to compromise or settle a Third-Third Party Claim without the defense consent of which it shall have assumed pursuant the Indemnitee if the effect thereof is (a) to Section 10.03(b) permit any injunction, declaratory judgment, other order or Section 10.03(c) and any such settlement or compromise made or caused other non-monetary relief to be made of a Third-Party Claim entered, directly or indirectly, against any Indemnitee or (b) to ascribe any fault on any Indemnitee in accordance connection with this Article X 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. defense. 7.4.6 Notwithstanding the foregoing sentenceforegoing, 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 includesnot, 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 written consent of the Indemnified 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 be unreasonably withheld or delayed)the Indemnitee of a written release from all 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 Person Governmental Authority) who is not a member of the EWS Parent Group or the SNI Eldercare Group of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 4.2 or Section 10.024.3, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and, if Parent is not the Indemnifying Party, Parent prompt written notice thereof within 30 days after such Indemnified Party received notice of such Third-Party Claim. Any such which 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 foregoingThe foregoing notwithstanding, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 10.03(a4.5(a) shall not relieve the related Indemnifying Party of its obligations under this Article XIV, 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 (but is not requiredand, subject to the remainder of this Section 4.5(b) and Section 4.5(e) and unless the Indemnifying Party has specified any reservations or exceptions, to assume the defense of and defendseek to settle or compromise), 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 Indemnitee in accordance with Section 10.03(a4.5(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, the Indemnified Party such 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 solely of such Indemnified Indemnitee except as set forth in the next sentence. 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 Indemnitees shall be borne by the Indemnifying Party. (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 10.03(b4.5(b), such Indemnified Party Indemnitee 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 10.03(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 Indemnitee may settle or compromise any Third-Third Party Claim without the consent of the Indemnifying Party. (e) The No Indemnifying Party shall have consent to entry of any judgment or enter into any settlement of the right to compromise or settle a Third-Third Party Claim without the defense consent of the Indemnitee (which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, the Indemnifying Party shall not have be unreasonably withheld) if the right effect thereof is to admit culpability on behalf of the Indemnified Party and shall not compromise permit any injunction, declaratory judgment, other order 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 other non-monetary remedy, in each case without the express prior consent of the Indemnified Party (not relief to be unreasonably withheld entered, directly or delayed)indirectly, against any Indemnitee. (f) The parties may enter into one or more additional agreements providing for procedures and other matters relating to the handling of Actions and related matters which shall be deemed Ancillary Agreements for purposes of this Agreement.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive written notice of the assertion by from a Person (including any Person Governmental Authority) who is not a member of the EWS RemainCo Group or the SNI SpinCo Group (a “Third Party”) of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 7.2 or Section 10.027.3, or any other Section of this Agreement or or, subject to Section 7.14, any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 fourteen (14) days after such Indemnified Party received notice of receipt of such Third-Party Claimwritten notice. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, detail and include copies of all notices and documents (including court papers) received by the amount of Indemnitee relating to the Liability for which indemnification may be availableThird-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 10.03(a7.5(a) shall not relieve the related an Indemnifying Party of its indemnification obligations under this Article XAgreement, 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 7.5(a). (b) An Subject to the terms and conditions of any applicable insurance policy in place after the Effective Time, an Indemnifying Party may elect to defend (but is not required) and to assume the defense of and defendseek 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 Indemnitee in accordance with Section 10.03(a7.5(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Party Claim, the Indemnified Party such 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 solely of such Indemnified PartyIndemnitee except as otherwise expressly set forth herein. (c) If 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 Indemnitee 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. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election 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, or fails to notify an Indemnified 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 its election as provided in Section 10.03(b), such Indemnified Party may defend such Third-Party Claim. (d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim at the cost and expense of pursuant to Section 7.5(b), a Indemnitee may, upon notice to the Indemnifying Party; provided, that in the event of any such failure elect to notify, the Indemnifying Party may thereafter assume take over the defense of such Third-Party Claim upon notice to if (i) in its exercise of reasonable business judgment, the Indemnified Indemnitee determines that the Indemnifying Party (but the cost and expense of such Indemnified Party in is not defending such Third-Party Claim incurred from competently or in good faith, (ii) the last day Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the notice period under Section 10.03(bforegoing clause (i)), (iii) until such date as 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. (e) 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 assume 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 7.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, subject to Section 8.7, such party shall cooperate with the party entitled to conduct and control the defense of such Third-Party Claim shall be paid 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)Party 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 employ separate counsel (including local counsel as necessary) 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 such counsel for all Indemnitees. (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 Neither party may settle or compromise any 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. 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. (eg) Schedule 7.5(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 7.5(g), in the event of any conflict between the provisions of this Article VII and the provisions of Schedule 7.5(g), the latter shall govern. There shall be no requirement under this Section 7.5 to give notice with respect to any Third-Party Claims identified in Schedule 7.5(g), that exist as of the Effective Time. (h) The provisions of this Section 7.5 (other than this Section 7.5(h)) and the provisions of Section 7.6 (other than Section 7.6(g)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement). (i) The Indemnifying Party shall have establish a procedure reasonably acceptable to the right Indemnitee to compromise or settle a keep the Indemnitee reasonably informed of the progress of the Third-Party Claim and to notify the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and Indemnitee when any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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 is closed, regardless of whether such Third-Party to make any payment that is not fully indemnified under this Agreement Claim was resolved by settlement, verdict, dismissal 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)otherwise.

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 Person Governmental Authority) who is not a member of the EWS Xxxxxxx-Xxxxx Squibb Group or the SNI Xxxxxx Group of any claim, claim or of the commencement by any such Person of any ActionAction (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 10.01 4.02 or Section 10.024.03, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”)Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 20 days after such Indemnified Party received notice becoming aware of such Third-Third Party Claim. Any such notice shall describe the Third-Third Party Claim in reasonable detail, including, if known, the amount . If any Person shall receive notice or otherwise learn of the Liability for assertion of a Third Party Claim which indemnification may reasonably be availabledetermined to be a Shared Contingent Liability, Zimmer, or Xxxxxxx-Xxxxx Squibb, as appropriate depending on which Group such Person is a member of, shall give the other party to this Agreement written notice thereof within 20 days after such Person becomes 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 10.03(a4.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article XIV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying If Xxxxxxx-Xxxxx Squibb or Zimmer receives any notice relating to a Third Party Claim and such party believes that the relevant Third Party Claim is or may elect be a Shared Contingent Liability, such party may make a Determination Request at any time following receipt of such notice. Unless the parties have acknowledged that the applicable Third Party Claim (including any Third Party Claim set forth on Schedule 5.06) is not a Shared Contingent Liability or unless a determination to such effect has been made in accordance with Section 5.06, Xxxxxxx-Xxxxx Squibb shall be entitled (but is not requiredobligated) to assume the defense of and defend, 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 10.03(a) (or sooner, if the nature of such Third-Third Party Claim so requires), as if it were the Indemnifying Party hereunder. In any such event, Xxxxxxx-Xxxxx Squibb shall notify be entitled to reimbursement of all 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. If, in such notice, the Indemnifying Party elects to assume the defense of a Third-Party Claim, 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 costs and expenses of such counsel defense once a final determination or acknowledgment is made as to the status of the Third Party Claim; PROVIDED, HOWEVER, that, if such Third Party Claim is determined to be a Shared Contingent Liability, such costs and expenses shall be the expense solely of such Indemnified Party. (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 shared as provided in Section 10.03(b4.05(c); PROVIDED, FURTHER, that if such Third Party Claim is determined to be an Exclusive Xxxxxxx-Xxxxx Squibb Contingent Liability, such Indemnified Party may defend such Third-Party Claim at the cost costs 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 10.03(b) until such date as the Indemnifying Party shall assume the defense of such Third-Party Claim expenses shall be paid borne by the Indemnifying Party)Xxxxxxx-Xxxxx Squibb. (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. (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 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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).

Procedures for Indemnification of Third Party Claims. (a) If any Person entitled to indemnification hereunder (an Indemnified Party "Indemnitee") shall receive notice or otherwise learn of the assertion by a Person (including any Person who is not a member of the EWS Group or the SNI Group Governmental Authority) of any claim, claim or of the commencement by any such Person of any ActionAction (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 Section 10.01 5.1 or Section 10.025.2, or any other Section of this Agreement or any Ancillary other agreement or document contemplated by this Agreement (collectively, a “Third-Party Claim”)or otherwise, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 twenty (20) days after such Indemnified Party received notice becoming aware 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 Indemnitee or other Person to give notice as provided in this Section 10.03(a5.3(a) shall not relieve the related Indemnifying Party of its obligations under this Article XV, 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 (but is not required) and, unless the Indemnifying Party has specified any reservations or exceptions, to assume the defense of and defendseek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third-Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a5.3(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. If, in such notice, the After notice from an Indemnifying Party elects to an Indemnitee of its election to assume the defense of a Third-Third Party Claim, the Indemnified Party such 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 solely of such Indemnified PartyIndemnitee except as set forth in Section 5.3(c). (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 10.03(b5.3(b), such Indemnified Party Indemnitee may defend such Third-Third Party Claim at the cost and expense (including allocated costs of in-house counsel and other personnel) 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 10.03(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 Indemnitee may settle or compromise any Third-Third Party Claim without the consent of the Indemnifying Party. (e) The No Indemnifying Party shall have consent to entry of any judgment or enter into any settlement of the right to compromise or settle a Third-Third Party Claim the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article X 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, 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 Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be unreasonably withheld entered, directly or delayed)indirectly, against any Indemnitee.

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 who is not a member of the EWS Group or the SNI Group of any claim, or of the commencement by any such Person of any Action, Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 10.01 or Section 10.02, or any other Section of this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”including Article IV), such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 30 as soon as reasonably practicable, but no later than thirty (30) days after such Indemnified Party received notice becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detaildetail and shall include, including(i) the basis for, if knownand nature of, such Third-Party Claim, including the facts constituting the basis for such Third-Party Claim, (ii) the estimated amount of the Liability for which indemnification Losses that have been or may be availablesustained 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 privilege. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 10.03(a7.05(a) shall not relieve the related Indemnifying Party of its obligations under this Article XVII, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give noticenotice in accordance with this Section 7.05(a). Each Party shall be deemed to have been provided written notice pursuant to this Section 7.05(a) with respect to Third-Party Claims set forth in Schedules XXII – XXIV for which such Party is an Indemnifying Party. (b) An Indemnifying Party may elect (but is not required) Except with respect to assume the defense of and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. Within 30 Claims set forth in Schedules XXII – XXIV, the Indemnifying Party shall have the right, exercisable by written notice to the Indemnitee within thirty (30) calendar days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 10.03(a7.05(a) (or sooner, if the nature of such 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 of its election whether Claim to the Indemnifying Party will assume responsibility for defending extent such Third-Party Claim, which election shall specify Claim seeks criminal penalties or injunctive or other equitable relief (other than any reservations such injunctive or exceptions. If, in such notice, other equitable relief that is solely incidental to the granting of money damages). (c) If the Indemnifying Party elects not to assume the defense of a Third-Party Claim, the Indemnified Party shall have the right Claim (or is not permitted 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. (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 10.03(b), such Indemnified Party may defend such 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 Claim) in accordance with this Agreement, or fails to the Indemnified Party (but the cost and expense notify an Indemnitee of its election as provided in Section 7.05(b), such Indemnified Party in defending Indemnitee may defend such Third-Party Claim incurred from the last day of the notice period under Section 10.03(b) until such date as Claim. If the Indemnifying Party shall assume the defense of such Third-Party Claim shall be paid by the Indemnifying Party). elects (dand is permitted) Unless the Indemnifying Party has failed to assume the defense of the a Third-Party Claim in accordance with the terms of this Agreement, the Indemnitees shall, subject to the terms of this Agreement, cooperate with the Indemnifying Party 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 in accordance with the 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 Party 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 Indemnified longer be entitled to assume the defense of such Third-Party Claim pursuant to Section 7.05(b), 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-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 Third-Party Claim without the consent of the 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 PartyParty 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, against any Indemnitee. (ef) The Whether or not the Indemnifying Party shall have the right to compromise or settle a Third-Party Claim assumes the defense of which it shall have assumed pursuant to Section 10.03(b) or Section 10.03(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance Claim, no Indemnitee shall admit any liability with this Article X shall be binding on the Indemnified Partyrespect to, 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 sentencesettle, 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 includesdischarge, 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 Indemnifying Party’s prior written consent of the Indemnified Party (such consent not to be unreasonably withheld withheld, conditioned or delayed).