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

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

Procedures for Indemnification of Third Party Claims. (a) If any third party notifies an Indemnified Party with respect to any matter that may give rise to a Claim for indemnification (a “Third Party Claim”) against the Indemnifying Party under this ARTICLE VIII, then the Indemnified Party shall receive notify the Indemnifying Party promptly thereof in writing (a “Claim Notice”) and in any event within fifteen (15) days after receiving notice or otherwise learn from a third party; provided that no delay on the part of the assertion of Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is actually prejudiced thereby. All Claim Notices shall describe with reasonable specificity the Third Party Claim or and the basis of the commencement Indemnified Party’s Claim for indemnification. Upon the Indemnified Party’s delivery of a Claim Notice, the Indemnifying Party shall be entitled to participate therein and, to the extent desired, to assume the defense thereof with counsel of its choice by any such Person providing the Indemnified Party with written notice within thirty (30) days of any Action with respect to which an receipt of a Claim Notice; provided that the Indemnifying Party may be obligated not assume such defense unless (i) it has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to provide indemnification satisfy the amount of any adverse monetary judgment that is reasonably likely to such result; and (ii) the Third Party Claim solely seeks (and continues to solely seek) monetary damages. If the Indemnifying Party provides the Indemnified Party pursuant with notice of its determination to this Section 12.d, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 days after becoming aware assume the defense of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.d shall not relieve the Indemnifying Party of its obligations under this Section 12.d, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify control such Third Party Claim and shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense of its election whether the Third Party Claim, other than reasonable costs of investigation, unless the Indemnifying Party will does not actually assume responsibility for defending the defense thereof following notice of such election. Unless and until the Indemnifying Party notifies the Indemnified Party that it is assuming the defense of such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate undertake the defense of such Third Party Claim, by counsel and or other representatives of its own choosing (subject to the limitations on the Indemnifying Party’s obligations to indemnify as set forth in this ARTICLE VIII). The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control) the defense), compromiseat its own expense, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without which the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim other is defending as provided in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claimthis Agreement.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any -19- Governmental Authority) who is not a member of the Parent Group or the Xxxxx Xxxxxxx Group of any Third Party Claim claim, or of the commencement by any such Person of any Action Action, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 4.2 or 4.3, or any other Section of this Section 12.dAgreement or any Ancillary Agreement (collectively, a "THIRD-PARTY CLAIM"), such Indemnified Party Indemnitee shall give such Indemnifying Party and, if Parent is not the Indemnifying Party, Parent written notice thereof within 20 30 days after becoming aware receiving notice of such Third Third-Party Claim. If any Indemnitee shall receive notice of or otherwise learn of the assertion of a Third-Party Claim which may reasonably be determined to be in whole or in part a Covered Specified Liability, Parent or Xxxxx Xxxxxxx, as appropriate depending on which Group such Indemnitee is a member of or otherwise affiliated with, shall give the other Party written notice thereof within 30 days after such Indemnitee receives notice or otherwise learns of the assertion 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 12.d 4.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.dArticle IV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. 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 Governmental Authority) of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which any party (an "Indemnifying Party Party") may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 4.1 or 4.2, or any other Section of this Section 12.dAgreement or any other agreement or document contemplated by this Agreement or otherwise, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.d 4.3(a) shall not relieve the Indemnifying Party of its obligations under this Section 12.dArticle IV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 0. 4.3(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properSection 4.3(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 0. 4.3(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense (including allocated costs of in-house counsel and other personnel) of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claimany Indemnitee.

Procedures for Indemnification of Third Party Claims. If an A party or parties entitled to indemnification hereunder with respect to a third party claim (the "Indemnified Party") will give the party or parties required to provide such indemnification (the "Indemnifier") written notice within thirty (30) days of receipt of or knowledge concerning any legal proceeding, claim or demand instituted by any third party (in each case, a "Claim") in respect of which the Indemnified Party is entitled to indemnification hereunder. The Indemnifier shall receive have the right, by giving written notice to the Indemnified Party within ten (10) days after receipt of notice from the Indemnified Party and stating that it is responsible for such Claim, at its option and expense, to defend against, negotiate, settle or otherwise learn of the assertion of deal with any Third Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Section 12.d, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe it is the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.d shall not relieve the Indemnifying Party of its obligations under this Section 12.d, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (Indemnifier and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify have the Indemnified Party represented by counsel, reasonably satisfactory to the Indemnified Party, selected by the Indemnifier; provided, that the Indemnified Party may participate in any proceeding with counsel of its election whether the Indemnifying Party will assume responsibility for choice and at its expense; provided further, that Buyer, at any time when it believes in good faith that any Claim with respect to which any Indemnifier are defending such Third Party Claimis having a material adverse effect on its business, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to may assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall Claim in good faith and be fully indemnified therefor; and provided further, that the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment Indemnifier may not enter into a settlement of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) unless such settlement requires no more than a monetary payment for which the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such is fully indemnified or involves other matters not binding upon or affecting the Indemnified Party. The parties will cooperate fully with each other in connection with the defense, negotiation or settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party any Claim.

Procedures for Indemnification of Third Party Claims. If a claim or demand is made against an Indemnified Party shall receive notice Indemnitee by any Person who is not a party, or otherwise learn an Affiliate of a party, to this Agreement or any of the assertion of any Ancillary Agreements (a "Third Party Claim or of the commencement by any such Person of any Action with respect Claim") as to which an Indemnifying Party may be obligated such Indemnitee is entitled to provide indemnification to such Indemnified Party pursuant to this Section 12.dAgreement, such Indemnified Party Indemnitee shall give such notify the Indemnifying Party written notice thereof within 20 days after becoming aware in writing, and in reasonable detail, of such Third Party Claim. Any such notice shall describe the Third Party Claim promptly (and in reasonable detail. Notwithstanding any event within 10 business days) after receipt by such Indemnitee of written notice of the foregoingThird Party Claim; provided, the however, that failure of any Indemnified Party or other Person to give notice as provided in this Section 12.d such notification shall not relieve affect the Indemnifying Party of its obligations under this Section 12.d, indemnification provided hereunder except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (and to seek to settle the defense or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature conduct of such Third Party Claim so requiresby the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice); provided, however, in no event shall such failure to notify the Indemnifying Party (i) constitute prejudice suffered by the Indemnifying Party if it has otherwise received notice of the Third Party Claim or (ii) relieve it from any liability or obligation that it may otherwise have to such Indemnitee. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall notify be entitled to participate in the Indemnified Party of defense thereof and, if it so chooses and acknowledges in writing its election whether obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such Indemnified Party defense, the Indemnitee shall have the right to employ separate counsel participate in the defense thereof and to participate in (but not control) employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall have full control of such defense, compromise, or settlement thereof, but . The Indemnifying Party shall be liable for the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne employed by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party Indemnitee for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information regarding any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, in accordance no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the terms of this AgreementIndemnifying Party's prior written consent (which consent shall not be unreasonably withheld); provided, no Indemnified Party may settle however, that the Indemnitee shall have the right to settle, compromise or compromise any discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases in writing the 11 98 Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. No If the Indemnifying Party shall consent have assumed the defense of a Third Party Claim, the Indemnitee will agree to entry any settlement, compromise or discharge of any judgment or enter into any settlement of any pending or threatened a Third Party Claim in respect of which that the Indemnifying Party may recommend and that by its terms does not obligate the Indemnitee to pay any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified liability in connection with such Third Party if (i) Claim and releases the effect thereof is to permit any injunction, declaratory judgment, other order Indemnitee completely and unconditionally in connection with such Third Party Claim and does not provide for injunctive or other nonmonetary relief affecting the Indemnitee. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be enteredliable for the reasonable fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, directly injunction or indirectly other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such Indemnified equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and (iishall be liable for the reasonable fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) such settlement does not include an unconditional release if the Indemnitee determines in good faith, based on written opinion of such Indemnified Party from all liability on claims counsel, that the Indemnitee has available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the subject matter Indemnifying Party in respect of such Third Party Claim. SECTION 5.05.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion of any a Third Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.02, Section 5.03 or Section 5.04 or any other Section of this Section 12.dAgreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 10 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.d 5.06(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.dArticle V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and to seek to settle or compromise)defend, at such Indemnifying Party’s own expense (subject to the requirement to share expenses related to the defense of Transaction Third Party Claims pursuant to Section 5.04) and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 20 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 0. 5.06(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election as to whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but (subject to Section 5.04) the fees and expenses of such counsel shall be the expense of such Indemnified Indemnitee, except that the Indemnifying Party except as set forth in shall be liable for the next sentence. If fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has elected to assume not assumed the defense of such Third Party Claim (other than during any period in which the Indemnitee shall have failed to give notice of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were properaccordance with Section 5.06(a)). (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party Indemnitee of its election as provided in Section 0. 5.06(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying PartyParty (subject to the requirement to share expenses related to the defense of Transaction Third Party Claims pursuant to Section 5.04). Unless the (d) If an Indemnifying Party has failed elects to assume the defense of the a Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle the Indemnitee shall agree to any settlement, compromise or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter discharge of such Third Party Claim.Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the 18

Procedures for Indemnification of Third Party Claims. (a) If a claim or demand is made against an Indemnified Party shall receive notice Indemnitee by any person who is not a party, or otherwise learn an Affiliate of a party, to this Agreement or any of the assertion of any Ancillary Agreements (a "Third Party Claim or of the commencement by any such Person of any Action with respect Claim") as to which an Indemnifying Party may be obligated such Indemnitee is entitled to provide indemnification to such Indemnified Party pursuant to this Section 12.dAgreement, such Indemnified Party Indemnitee shall give such notify the Indemnifying Party written notice thereof within 20 days after becoming aware in writing, and in reasonable detail, of such Third Party Claim. Any such notice shall describe the Third Party Claim promptly (and in reasonable detail. Notwithstanding any event within 10 business days) after receipt by such Indemnitee of written notice of the foregoingThird Party Claim; provided, the however, that failure of any Indemnified Party or other Person to give notice as provided in this Section 12.d such notification shall not relieve affect the Indemnifying Party of its obligations under this Section 12.d, indemnification provided hereunder except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (and to seek to settle the defense or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature conduct of such Third Party Claim so requires), by the Indemnifying Party shall notify the Indemnified Party have been actually and materially prejudiced as a result of its election whether such failure (except that the Indemnifying Party will assume responsibility shall not be liable for defending any expenses incurred during the period in which the Indemnitee failed to give such Third Party Claimnotice); provided further, which election however, that in no event shall specify any reservations or exceptions. After notice from an Indemnifying Party such failure to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If notify the Indemnifying Party (i) constitute prejudice suffered by the Indemnifying Party if it has elected to assume the defense otherwise received notice of the Third Party Claim but has specified, and continues or (ii) relieve it from any liability or obligation that it may otherwise have to assert, any reservations or exceptions in such notice, then, in any such caseIndemnitee. Thereafter, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitee shall be borne by deliver to the Indemnifying Party, but promptly (and in any event within 10 business days) after the Indemnifying Party shall be entitled to reimbursement Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party for payment of any such fees and expenses Indemnitee relating to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Path 1 Group or the Metar Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Section 12.dAgreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 twenty (20) days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.d 5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.dArticle V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 thirty (30) days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 0. 5.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as set forth in the next sentence. If In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. If a claim or demand is made against an Indemnified Indemnitee by any person who is not a party, or an Affiliate of a party, to this Agreement or any of the Ancillary Agreements (a "Third Party Claim") as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 10 business days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent that the defense or conduct of such Third Party Claim by the Indemnifying Party shall receive have been actually and materially prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice); provided, however, in no event shall such failure to notify the Indemnifying Party (i) constitute prejudice suffered by the Indemnifying Party if it has otherwise received notice or otherwise learn of the assertion Third Party Claim or (ii) relieve it from any liability or obligation that it may 12 16 otherwise have to such Indemnitee. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Destinations shall assume the defense of any Third Party Claim or for which indemnification is available under clauses (iv) through (ix) and (xi) through (xiii) of the commencement Section 5.02 with counsel selected by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Section 12.d, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party ClaimDestinations. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.d shall not relieve Should the Indemnifying Party of its obligations under this Section 12.d, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may so elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election be obligated to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such Indemnified Party defense, the Indemnitee shall have the right to employ separate counsel participate in the defense thereof and to participate in (but not control) employ counsel, at its own expense, separate from the defensecounsel employed by the Indemnifying Party, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If it being understood that the Indemnifying Party has elected to assume the defense shall have full control of the Third such defense. The Indemnifying Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, shall be liable for the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne employed by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party Indemnitee for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party so elects or is obligated to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information regarding any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, in accordance no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the terms of this AgreementIndemnifying Party's prior written consent (which consent shall not be unreasonably withheld); provided, no Indemnified Party may settle however, that the Indemnitee shall have the right to settle, compromise or compromise any discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases in writing the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. No If the Indemnifying Party shall consent have assumed the defense of a Third Party Claim, the Indemnitee will agree to entry any settlement, compromise or discharge of any judgment or enter into any settlement of any pending or threatened a Third Party Claim in respect of which that the Indemnifying Party may recommend and that by its terms does not obligate the Indemnitee to pay any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified liability in connection with such Third Party if (i) Claim, releases the effect thereof is to permit any injunction, declaratory judgment, other order Indemnitee completely and unconditionally in connection with such Third Party Claim and does not provide for injunctive or other nonmonetary relief effecting the Indemnitee. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be enteredliable for the reasonable fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, directly injunction or indirectly other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such Indemnified equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and (iishall be liable for the reasonable fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) such settlement does not include an unconditional release if the Indemnitee determines in good faith, based on written opinion of such Indemnified Party from all liability on claims counsel, that the Indemnitee has available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the subject matter Indemnifying Party in respect of such Third Party Claim. 13 17 SECTION 5.05.

Procedures for Indemnification of Third Party Claims. If an Indemnified Party shall receive notice A party or otherwise learn of the assertion of any Third Party Claim or of the commencement by any such Person of any Action parties entitled to indemnification hereunder with respect to which an Indemnifying Party may be obligated a third party claim (the “Indemnified Party”) will give the party or parties required to provide such indemnification to such (the “Indemnifier”) prompt written notice of any legal proceeding, claim or demand instituted by any third party (in each case, a “Claim”) in respect of which the Indemnified Party pursuant is entitled to this Section 12.d, such indemnification hereunder. If the Indemnifier provides written notice to the Indemnified Party shall give such Indemnifying Party written notice thereof stating that the Indemnifier is responsible for the entire Claim within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.d shall not relieve the Indemnifying Party of its obligations under this Section 12.d, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 10 days after the Indemnifier’s receipt of written notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election the Indemnifier shall specify any reservations have the right, at the Indemnifier’s expense, to defend against, negotiate, settle or exceptions. After notice from an Indemnifying Party otherwise deal with such Claim and to an have the Indemnified Party represented by counsel, reasonably satisfactory to the Indemnified Party, selected by the Indemnifier; provided, that (i) the Indemnified Party may participate in any proceeding with counsel of its election choice and at its expense, (ii) the Buyer, at any time when it believes in good faith that any Claim has or could reasonably be expected to have a material adverse effect on the future Business or assets, affairs, condition (financial or otherwise) or prospects of the Buyer or any of its subsidiaries, may assume the defense and otherwise deal with such Claim in good faith, with counsel of its choice, and be fully indemnified therefor, (iii) the Buyer, at any time when it believes that a claim for indemnification relates to or arises in connection with any criminal proceeding, indictment or investigation, may assume the defense and otherwise deal with such Claim in good faith with counsel of its choice, and be fully indemnified therefor, (iv) the Indemnifier may not assume the defense of a Third Party Claim, such Indemnified Party shall have any Claim if an actual conflict of interest exists between the right to employ separate counsel Indemnifier and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees that precludes effective joint representation, and expenses to (v) the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may take over the defense and prosecution of a Claim from the Indemnifier if the Indemnifier has failed or is failing to vigorously prosecute or defend such Third Party Claim at Claim; and provided further, that the cost and expense Indemnifier may not enter into a settlement of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the written consent of the Indemnified Party if (i) unless such settlement provides the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party with a full release from such Claim and (ii) such settlement does not include an unconditional release of such requires no more than a monetary payment for which the Indemnified Party from all liability on claims that are is fully indemnified. The parties will cooperate fully with each other in connection with the subject matter defense of such Third Party any Claim.

Procedures for Indemnification of Third Party Claims. If an A party or parties entitled to indemnification hereunder with respect to a third party claim (the "Indemnified Party") will give the party required to provide such indemnification (the "Indemnifier") written notice within thirty (30) days of receipt of or knowledge concerning any legal proceeding, claim or demand instituted by any third party (in each case, a "Claim") in respect of which the Indemnified Party is entitled to indemnification hereunder. The Indemnifier shall receive have the right, by giving written notice to the Indemnified Party within ten (10) days after receipt of notice from the Indemnified Party and stating that it is responsible for such Claim, at its option and expense, to defend against, negotiate, settle or otherwise learn of the assertion of deal with any Third Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Section 12.d, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe it is the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.d shall not relieve the Indemnifying Party of its obligations under this Section 12.d, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (Indemnifier and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify have the Indemnified Party represented by counsel, reasonably satisfactory to the Indemnified Party, selected and paid by the Indemnifier; provided, that the Indemnified Party may participate in any proceeding with counsel of its election whether choice and at its expense; provided further, that Buyer, at any time when it believes in good faith that any Claim with respect to which the Indemnifying Party will assume responsibility for Indemnifier is defending such Third Party Claimis having a Material Adverse Effect on its business, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to may assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall Claim in good faith and be fully indemnified therefor; and provided further, that the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment Indemnifier may not enter into a settlement of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) unless such settlement requires no more than a monetary payment for which the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such is fully indemnified or involves other matters not binding upon or affecting the Indemnified Party. The parties will cooperate fully with each other in connection with the defense, negotiation or settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party any Claim.

Procedures for Indemnification of Third Party Claims. viii.If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in the LLC Group or the Corporation Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a “Third Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.02 or 5.03, or any other Section of this Section 12.dAgreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.d 5.05(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.dArticle V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise, so long as such settlement or compromise contains an unconditional release of each Indemnitee, whether or not a party to such Third Party Claim), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 0. 5.05(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth Indemnitee; provided, however, in the next sentence. If event that (i) the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such noticenotice or (ii) the Third Party Claim involves injunctive or equitable relieve, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. 5.05(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of unless the settlement involves only monetary relief which any Indemnified the Indemnifying Party is or could have been has agreed to pay and includes a party full and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party ClaimIndemnitee.

Procedures for Indemnification of Third Party Claims. If an An ------------ ---------------------------------------------------- Indemnified Party shall receive notice or otherwise learn of the assertion of any Third Party Claim or of the commencement by any such Person of any Action seeking indemnification hereunder with respect to which an a third party claim will give the Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Section 12.d, such Indemnified Party shall give such Indemnifying Party timely written notice thereof within 20 days after becoming aware of such any legal proceeding, claim or demand instituted by any third party (in each case, a "Third Party Claim") in respect of which the Indemnified Party is entitled to ------------------ indemnification hereunder. Any such Such notice shall describe the Third Party Claim in specify with reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.d shall not relieve the Indemnifying Party of its obligations under this Section 12.d, except particularity (to the extent that such Indemnifying Party the information is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (available) the factual basis for the Claim and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any the amount of the Third Party Claim, if known. Within 30 The Indemnifying Party shall have the right, by the giving notice to the Indemnified Party within 90 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, stating that the Indemnifying Party is responsible for such Indemnified Third Party shall Claim, at the Indemnifying Party's expense, to defend against, negotiate, settle or otherwise deal with any Third Party Claim and to have the right Indemnifying Party represented by counsel, reasonably satisfactory to employ separate counsel and to participate in (but not control) the defenseIndemnified Party, compromise, or settlement thereof, but selected by the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentenceIndemnifying Party. If the Indemnifying Party has not given such notice to the Indemnified Party within 10 days after receipt of notice from the Indemnified Party of a Third Party Claim, the Indemnified Party shall be entitled to defend against, negotiate, settle or otherwise deal with any Third Party Claim until such time (not later than 90 days after such notice) as notice is given pursuant to the preceding sentence. If notice is given pursuant to the first sentence of this paragraph, the Indemnifying Party, as a condition to being entitled to exercise its rights under such sentence, shall reimburse the Indemnified Party for all costs and expenses incurred by it with respect to such Third Party Claim prior to such assumption by the Indemnifying Party. The Indemnified Party may participate in any proceeding with counsel of its choice and at its expense. If the Indemnifying Party, having elected to assume the defense control of any Third Party Claim, thereafter fails to defend the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such casewithin a reasonable time, the reasonable fees and expenses of one separate counsel for all Indemnified parties Party shall be borne by the Indemnifying Party, but entitled to assume such control and the Indemnifying Party shall be entitled to reimbursement bound by the results obtained by the Indemnified Party for payment of any with respect to such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified The Indemnifying Party may defend such Third Party Claim at the cost and expense not enter into a settlement of the Indemnifying Party. 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 PartyIndemnified Party unless such settlement requires no more than a monetary payment for which the Indemnified Party is fully indemnified. No Indemnifying If any proposed settlement requires more than a monetary payment, the Indemnified Party shall will not unreasonably withhold its consent to entry of any judgment such settlement. The parties will cooperate fully with each other in connection with the defense, negotiation or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If a claim or demand is made against an Indemnified Party shall receive notice Indemnitee by any person who is not a party, or otherwise learn an Affiliate of a party, to this Agreement or any of the assertion of any Ancillary Agreements (a "Third Party Claim or of the commencement by any such Person of any Action with respect Claim") as to which an Indemnifying Party may be obligated such Indemnitee is entitled to provide indemnification to such Indemnified Party pursuant to this Section 12.dAgreement, such Indemnified Party Indemnitee shall give such notify the Indemnifying Party written notice thereof within 20 days after becoming aware in writing, and in reasonable detail, of such Third Party Claim. Any such notice shall describe the Third Party Claim promptly (and in reasonable detail. Notwithstanding any event within 10 business days) after receipt by such Indemnitee of written notice of the foregoingThird Party Claim; provided, the however, that failure of any Indemnified Party or other Person to give notice as provided in this Section 12.d such notification shall not relieve affect the Indemnifying Party of its obligations under this Section 12.d, indemnification provided hereunder except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (and to seek to settle the defense or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature conduct of such Third Party Claim so requires), by the Indemnifying Party shall notify the Indemnified Party have been actually and materially prejudiced as a result of its election whether such failure (except that the Indemnifying Party will assume responsibility shall not be liable for defending any expenses incurred during the period in which the Indemnitee failed to give such Third Party Claimnotice); provided further, which election however, that in no event shall specify any reservations or exceptions. After notice from an Indemnifying Party such failure to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If notify the Indemnifying Party (i) constitute prejudice suffered by the Indemnifying Party if it has elected to assume the defense otherwise received notice of the Third Party Claim but has specified, and continues or (ii) relieve it from any liability or obligation that it may otherwise have to assert, any reservations or exceptions in such notice, then, in any such caseIndemnitee. Thereafter, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitee shall be borne by 28 deliver to the Indemnifying Party, but promptly (and in any event within 10 business days) after the Indemnifying Party shall be entitled to reimbursement Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party for payment of any such fees and expenses Indemnitee relating to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the AT&T Services Group, the Lucent Group or the NCR Group of any Third Party Claim claim or of the commencement by any such Person of any Action (collectively, a "Third Party Claim") with respect to which an Indemnifying 44 Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 5.2 or 5.3, or any other Section of this Section 12.dAgreement or any Ancillary Agreement, such Indemnified Party Indemnitee shall give such Indemnifying Party and, if AT&T is not the Indemnifying Party, AT&T 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. 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 AT&T) shall give AT&T 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 Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.d 5.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.dArticle V, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An (b) If the Indemnitee, the party receiving any notice pursuant to Section 5.5(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 Determination Request at any time following any notice given by the Indemnitee to an Indemnifying Party or given by any other Person to AT&T pursuant to Section 5.5(a). AT&T may 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 6.6, AT&T shall be entitled (but not obligated) to assume the defense of such Third Party Claim as if it were the Indemnifying Party hereunder. In any such event, AT&T shall be entitled to reimbursement of all the costs and expenses (including allocated costs of in-house counsel and other personnel) of such defense once a final determination or acknowledgment 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 5.5(c). (c) AT&T 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 (including allocated costs of in-house counsel and other personnel) 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 6.4. 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 and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 0. 5.5(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ 45 separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as set forth in the next sentence. If In the event that (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 Indemnified parties Indemnitees shall be borne by the Indemnifying Party. (e) Other than in the case of a Shared Contingent Liability, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. If 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 0. 5.5(d), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense (including allocated costs of in-house counsel and other personnel) of the Indemnifying Party. (f) 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 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 AT&T. (g) In the case of a Third Party Claim that is not a Shared Contingent Liability, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified Party and (ii) such settlement does not include an unconditional release any Indemnitee. In the case of such Indemnified Party from all liability on claims that are the subject matter of such a Third Party ClaimClaim that is a Shared Contingent Liability, AT&T shall not 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, other order or other nonmonetary relief to be entered, directly or indirectly, against any Indemnitee. (h) The provisions of Section 5.5 and Section 5.6 shall not apply to Taxes (which are covered by the Tax Sharing Agreement). 5.6.

Procedures for Indemnification of Third Party Claims. (a) If an any third party notifies the Indemnified Party with respect to any matter that may give rise to a Claim for indemnification (a “Third Party Claim”) against the Indemnifying Party under this Article IX, then the Indemnified Party shall receive notify the Indemnifying Party promptly thereof in writing and in any event within fifteen (15) days after receiving notice or otherwise learn from a third party; provided that no delay on the part of the assertion of any Third Indemnified Party Claim or of in notifying the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated shall relieve the Indemnifying Party from any obligation hereunder except to provide indemnification to such Indemnified the extent the Indemnifying Party is prejudiced thereby. All notices given pursuant to this Section 12.d, such 9.5 shall describe with reasonable specificity the Third Party Claim and the basis of the Indemnified Party’s Claim for indemnification. Upon the Indemnified Party shall give such giving notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party written shall be entitled to participate therein and, to the extent desired, to assume the defense thereof with counsel of its choice. If the Indemnifying Party provides the Indemnified Party with notice thereof within 20 days after becoming aware of its determination to assume the defense of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.d shall not relieve the Indemnifying Party of its obligations under this Section 12.d, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify control such Third Party Claim and shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense of its election whether the Third Party Claim, other than reasonable costs of investigation, unless the Indemnifying Party will does not actually assume responsibility for defending the defense thereof following notice of such election. Unless and until the Indemnifying Party notifies the Indemnified Party that it is assuming the defense of such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) undertake the defense, compromise, or settlement thereof, but the fees and expenses defense of such Third Party Claim, by counsel shall be or other representatives of its own choosing, on behalf of and for the expense account and risk of such Indemnified the Indemnifying Party except (subject to the limitations on the Indemnifying Party’s obligations to indemnify as set forth in this Article IX and the next sentence. If right of the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues or opposition to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless the Indemnifying Party has failed any time prior to assume the defense of the Third Party Claim in accordance with the terms of this Agreementsettlement, no Indemnified Party may settle compromise or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claimfinal determination thereof).

Procedures for Indemnification of Third Party Claims. If an (a) In order for any Indemnified Party shall receive notice to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or otherwise learn involving an Action by any third Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party must notify the Indemnifying Party of the assertion of any Third such Third-Party Claim or in writing (and stating in reasonable detail in light of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification circumstances then known to such Indemnified Party pursuant to this Section 12.d, the basis of such Third-Party Claim) promptly after receipt by such Indemnified Party shall of notice of the Third-Party Claim; provided, however, that failure by such Indemnified Party to give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.d notification shall not relieve the Indemnifying Party of its obligations under this Section 12.dhereunder, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify (i) demonstrates that it has been actually and materially prejudiced as a result of such failure or (ii) forfeits any rights or defenses that would otherwise have been available to the Indemnifying Party but for such failure. Thereafter, to the extent legally permissible, the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party deliver to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but within five (5) Business Days after the Indemnifying Party shall be entitled to reimbursement Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party for payment of any such fees and expenses relating to the extent that it establishes that such reservations and exceptions were proper. If an Indemnifying Party elects not to assume responsibility for defending a Third Third-Party Claim, or fails . _________________ * Confidential treatment has been requested with respect to notify an Indemnified Party portions of its election this agreement as provided in Section 0. indicated by “[***]” and such Indemnified Party may defend such Third Party Claim at confidential portions have been deleted and filed separately with the cost Securities and expense Exchange Commission pursuant to Rule 24b-2 of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense Securities Exchange Act of the Third Party Claim in accordance with the terms of this Agreement1934, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claimas amended.

Procedures for Indemnification of Third Party Claims. (a) No Party shall be liable for any Claim for indemnification under this ARTICLE IX unless written notice of a Claim for indemnification is delivered by the party seeking indemnification (the "Indemnified Party") to the Party from whom indemnification is sought (the "Indemnifying Party") prior to the expiration of the applicable survival period, if any, set forth in SECTION 9.1. If an any third party notifies the Indemnified Party with respect to any matter that may give rise to a Claim for indemnification (a "Third Party Claim") against the Indemnifying Party under this ARTICLE IX, then the Indemnified Party shall receive notify the Indemnifying Party promptly thereof in writing and in any event within 30 days after receiving notice or otherwise learn from a third party; provided that no delay on the part of the assertion of Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is prejudiced thereby. All notices given pursuant to this SECTION 9.4 shall describe with reasonable specificity the Third Party Claim or and the basis of the commencement by any such Person Indemnified Party's Claim for indemnification. Upon the Indemnified Party giving notice of any Action with respect the Third Party Claim to which an the Indemnifying Party, the Indemnifying Party may shall be obligated entitled to provide indemnification participate therein and, to such the extent desired, to assume the defense thereof with counsel of its choice. If the Indemnifying Party provides the Indemnified Party pursuant with notice of its determination to this Section 12.d, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 days after becoming aware assume the defense of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided may nevertheless participate in this Section 12.d shall (but not relieve the Indemnifying Party of its obligations under this Section 12.dcontrol) such defense, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature of such Third Party Claim so requires), but the Indemnifying Party shall notify not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense of its election whether the Third Party Claim, other than reasonable costs of investigation, unless the Indemnifying Party will does not actually assume responsibility for defending the defense thereof following notice of such election. Unless and until the Indemnifying Party notifies the Indemnified Party that it is assuming the defense of such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) undertake the defense, compromise, or settlement thereof, but the fees and expenses defense of such Third Party Claim, by counsel shall be or other representatives of its own choosing, on behalf of and for the expense account and risk of such Indemnified the Indemnifying Party except (subject to the limitations on the Indemnifying Party's obligations to indemnify as set forth in this ARTICLE IX and the next sentence. If right of the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues or opposition to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless the Indemnifying Party has failed any time prior to assume the defense of the Third Party Claim in accordance with the terms of this Agreementsettlement, no Indemnified Party may settle compromise or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claimfinal determination thereof).

Procedures for Indemnification of Third Party Claims. If an In the event any Indemnified Party should have a claim against any Indemnifying Party under Section 5.1 that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall receive notice or otherwise learn of the assertion of any Third Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Section 12.d, such Indemnified Party shall give such Indemnifying Party deliver written notice thereof within 20 days after becoming aware of such Third Party Claimclaim with reasonable promptness to the Indemnifying Party. Any such Such notice shall describe the Third Party Claim claim in reasonable detail, and shall indicate the estimated amount, if reasonably practicable, of the Losses that have been or may be sustained by the Indemnified Party in respect of such claim. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.d 5.3 shall not relieve the related Indemnifying Party of its obligations under this Section 12.dArticle V, except to the extent that such the Indemnifying Party is (a) demonstrates that it has been actually and materially prejudiced by such failure or (b) forfeits any rights or defenses that would otherwise have been available to give notice. An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the but for such failure. The Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in thirty (but not control30) the defense, compromise, or settlement thereof, but the fees and expenses calendar days after its receipt of such counsel shall be the expense of notice to respond in writing to such Indemnified Party except as set forth in the next sentenceclaim. If the Indemnifying Party has elected to assume the defense does not respond in writing within thirty (30) days after its receipt of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, thensuch claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under Section 5.1, and the Indemnifying Party shall pay the amount of such Losses to the Indemnified Party on demand or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such caselater date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party responds within thirty (30) days and in such response disputes its obligation to indemnify the Indemnified Party with respect to all or part of such claim, the reasonable fees Indemnifying Party and expenses the Indemnified Party shall proceed in good faith to negotiate a resolution of one separate counsel for all Indemnified parties shall be borne by such dispute and, if not resolved through negotiations within thirty (30) days of notice of such dispute from the Indemnifying Party, but the Indemnifying Party such dispute shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim resolved in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party ClaimSection 6.3.

Procedures for Indemnification of Third Party Claims. If an Indemnified Party shall receive notice A party or otherwise learn of the assertion of any Third Party Claim or of the commencement by any such Person of any Action parties entitled to indemnification hereunder with respect to which an Indemnifying Party may be obligated a third party claim (the “Indemnified Party”) will give the party or parties required to provide such indemnification to such (the “Indemnifier”) prompt written notice of any legal proceeding, claim or demand instituted by any third party (in each case, a “Claim”) in respect of which the Indemnified Party pursuant is entitled to this Section 12.d, such indemnification hereunder. If the Indemnifier provides written notice to the Indemnified Party shall give such Indemnifying Party written notice thereof stating that the Indemnifier is responsible for the entire Claim within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.d shall not relieve the Indemnifying Party of its obligations under this Section 12.d, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 10 days after the Indemnifier’s receipt of written notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election the Indemnifier shall specify any reservations have the right, at the Indemnifier’s expense, to defend against, negotiate, settle or exceptions. After notice from an Indemnifying Party otherwise deal with such Claim and to an have the Indemnified Party represented by counsel, reasonably satisfactory to the Indemnified Party, selected by the Indemnifier; provided, that (i) the Indemnified Party may participate in any proceeding with counsel of its election choice and at its expense, (ii) the Buyer, at any time when it believes in good faith that any Claim has or could reasonably be expected to have a material adverse effect on the future Business or assets, affairs, condition (financial or otherwise) or prospects of the Buyer or any of its subsidiaries, may assume the defense and otherwise deal with such Claim in good faith, with counsel of its choice, and be fully indemnified therefor, (iii) the Buyer, at any time when it believes that a claim for indemnification relates to or arises in connection with any criminal proceeding, indictment or investigation, may assume the defense and otherwise deal with such Claim in good faith with counsel of its choice, and be fully indemnified therefor, (iv) the Indemnifier may not assume the defense of a Third Party Claim, such Indemnified Party shall have any Claim if an actual conflict of interest exists between the right to employ separate counsel Indemnifier and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees that precludes effective joint representation, and expenses to (v) the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may take over the defense and prosecution of a Claim from the Indemnifier if the Indemnifier has failed or is failing to vigorously prosecute or defend such Third Party Claim at Claim; and provided further, that the cost and expense Indemnifier may not enter into a settlement of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the written consent of the Indemnified Party if (i) unless such settlement provides the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party with a full release from such Claim and (ii) such settlement does not include an unconditional release of such requires no more than a monetary payment for which the Indemnified Party from all liability on claims that are is fully indemnified. 16 The parties will cooperate fully with each other in connection with the subject matter defense of such Third Party any Claim.. 6.6

Procedures for Indemnification of Third Party Claims. If an A party or parties entitled to indemnification hereunder with respect to a third party claim (the "INDEMNIFIED PARTY") will give the party or parties required to provide such indemnification (the "INDEMNIFIER") written notice within thirty (30) days of receipt of or knowledge concerning any legal proceeding, claim or demand instituted by any third party (in each case, a "CLAIM") in respect of which the Indemnified Party is entitled to indemnification hereunder. The Indemnifier shall receive have the right, by giving written notice to the Indemnified Party within ten (10) days after receipt of notice from the Indemnified Party and stating that it is responsible for such Claim, at its option and expense, to defend against, negotiate, settle or otherwise learn of the assertion of deal with any Third Party Claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Section 12.d, such Indemnified Party shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe it is the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 12.d shall not relieve the Indemnifying Party of its obligations under this Section 12.d, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (Indemnifier and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify have the Indemnified Party represented by counsel, reasonably satisfactory to the Indemnified Party, selected by the Indemnifier; PROVIDED, that the Indemnified Party may participate in any proceeding with counsel of its election whether the Indemnifying Party will assume responsibility for choice and at its expense; PROVIDED FURTHER, that Buyer, at any time when it believes in good faith that any Claim with respect to which any Indemnifier are defending such Third Party Claimis having a material adverse effect on its business, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to may assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall Claim in good faith and be fully indemnified therefor; and PROVIDED FURTHER, that the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment Indemnifier may not enter into a settlement of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) unless such settlement requires no more than a monetary payment for which the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such is fully indemnified or involves other matters not binding upon or affecting the Indemnified Party. The parties will cooperate fully with each other in connection with the defense, negotiation or settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party any Claim.

Procedures for Indemnification of Third Party Claims. 1. If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person, including any Governmental Authority, who is not a Party to this Agreement of any Third Party Claim claim or of the commencement by any such Person of any Action (as hereinafter defined) (in either case, a "Third Party Claim") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 6.2, 6.3 or 6.4, or any other Section of this Section 12.dAgreement, such Indemnified Party Indemnitee shall give such Indemnifying Party written notice thereof within 20 days after becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnified Party Indemnitee or other Person to give notice as provided in this Section 12.d 6.6(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.dArticle VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (and and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s 's own expense and by such Indemnifying Party’s 's own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party Indemnitee in accordance with Section 0. 6.6(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnified Party Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party Indemnitee except as set forth in the next sentence. If In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties Indemnitees shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. 6.6(b), such Indemnified Party Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened the Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party Indemnitee if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly indirectly, against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claimany Indemnitee.

Procedures for Indemnification of Third Party Claims. (a) If an Indemnified Party Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Parent Group or the Xxxxx Xxxxxxx Group of any Third Party Claim claim, or of the commencement by any such Person of any Action Action, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party Indemnitee pursuant to Section 4.2 or 4.3, or any other Section of this Section 12.dAgreement or any Ancillary Agreement (collectively, a "THIRD-PARTY CLAIM"), such Indemnified Party Indemnitee shall give such Indemnifying Party and, if Parent is not the Indemnifying Party, Parent written notice thereof within 20 30 days after becoming aware receiving notice of such Third Third-Party Claim. If any Indemnitee shall receive notice of or otherwise learn of the assertion of a Third-Party Claim which may reasonably be determined to be in whole or in part a Covered Specified Liability, Parent or Xxxxx Xxxxxxx, as appropriate depending on which Group such Indemnitee is a member of or otherwise affiliated with, shall give the other Party written notice thereof within 30 days after such Indemnitee receives notice or otherwise learns of the assertion 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 12.d 4.5(a) shall not relieve the related Indemnifying Party of its obligations under this Section 12.dArticle IV, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. An Indemnifying Party may elect to defend (and to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third Party Claim. Within 30 days after the receipt of notice from an Indemnified Party in accordance with Section 0. (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third Party Claim, such Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party except as set forth in the next sentence. If the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnified parties shall be borne by the Indemnifying Party, but the Indemnifying Party shall be entitled to reimbursement by the Indemnified Party for payment of any such fees and expenses to the extent that it establishes that such reservations and exceptions were proper. 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 0. such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party. Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnified Party may settle or compromise any Third Party Claim without the consent of the Indemnifying Party. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party without the consent of the Indemnified Party if (i) the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly against such Indemnified Party and (ii) such settlement does not include an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim.