Common use of Procedures for Indemnification Clause in Contracts

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except as otherwise provided Subject to the following sentence, whenever a claim shall arise for indemnification under this Article XI (other than claims arising under (1) Sections 11.2(a)(v) and 11.2(a)(vi), which are governed by the limitations and procedures set out in Section 12.311.4, promptly after receipt (2) Sections 11.2(a)(vii) and (b)(viii), which are governed by a the limitations and procedures set out in Section 11.5, (3) Sections 11.2(b)(vi) and (vii), which are governed by the limitations and procedures set out in Section 11.6, and (4) Section 11.2(a)(viii) and 11.2(b)(ix), which is governed by the limitations and procedures set out in Schedule 11.2(a)(viii)), the party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify the party from which indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that failure in the event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnitee Indemnified Party shall give such notice thereof to keep the Indemnitor reasonably informed as provided herein Indemnifying Party not later than ten Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within five Business Days following receipt of notice thereof. Notwithstanding the foregoing, in the case of claims for indemnification hereunder not arising in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall not relieve submit such claims to the Indemnitor of its obligations hereunder Indemnifying Party in increments aggregating less than $50,000. The Indemnified Party’s failure to give timely notice or to furnish the Indemnifying Party with any relevant facts in connection with any third party claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any material prejudice to the Indemnitor Indemnifying Party. In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof by written notice within 10 Business Days, using counsel that is prejudiced therebyreasonably satisfactory to the Indemnified Party. If an Indemnifying Party assumes the defense of any Proceeding is commenced against any Indemnitee by a Third Partysuch claim or Legal Proceeding, the Indemnitor Indemnifying Party shall be entitled to participate take all steps necessary in such Proceeding and assume the defense thereof at including the Indemnitor’s sole expensesettlement of any case that involves solely monetary damages without the consent of the Indemnified Party; provided, however, that the Indemnitor shall not have Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right to assume of control thereof. The Indemnifying Party, if it has assumed the defense of any claim or Legal Proceeding if by a third party as provided herein, shall not consent to, or enter into, any compromise or settlement of (awhich settlement (i) commits the Indemnitee shall have one Indemnified Party to take, or more legal or equitable defenses available to it which are different from or in addition forbear to those available to the Indemnitortake, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; action or (cii) the Indemnitor shall does not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of provide for a full and unconditional complete written release by such third party of the IndemniteeIndemnified Party), from all Liability with respect or consent to the matters entry of any judgment that are subject does not relate solely to monetary damages arising from, any such Proceedingclaim or Legal Proceeding by a third party without the Indemnified Party’s prior written consent, or otherwise which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article XI, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information, provided, that in each case, such access shall be given at reasonable times and upon reasonable notice and without undue interruption to such party’s business or personnel. So long as the Indemnifying Party is in good faith defending such claim or proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any such claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 11.3.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by (a) An Indemnitee shall give notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a party entitled to right of indemnification under Sections 14.1 or 14.2 this Agreement or any Ancillary Agreement (other provision than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, and contain a reference to the provisions of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement applicable Ancillary Agreement in respect of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision which such right of this Agreement, the Indemnitee shall give written notice describing indemnification is claimed by such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseIndemnitee; provided, however, that the Indemnitor failure to provide such notice shall not have release the right Indemnifying Party from any of its obligations except and solely to assume the defense of any Proceeding if (a) extent the Indemnitee Indemnifying Party shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion been materially prejudiced as a result of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to failure. Such Indemnifying Party shall have a material adverse effect on any other matter beyond the scope or limits period of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice after the receipt of such Proceeding)notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed a Liability of the IndemnitorIndemnifying Party under this Section 9.4(a) or, shall assume in the defense case of any Proceedingwritten notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall shall, subject to the provisions of Article X, be entitled free to participate in any Proceeding at its expense, pursue such remedies as may be available to such party as contemplated by this Agreement and the Indemnitor shall not settle such Proceeding unless the settlement shall include Ancillary Agreements, as an unconditional term thereof the giving by the claimant applicable, without prejudice to its continuing rights to pursue indemnification or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedcontribution hereunder.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled pursuant to indemnification under Sections 14.1 the provisions of Section 9.1 or 14.2 or any other provision 9.2 of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect action involving the subject matter of the foregoing indemnity provisions, such indemnified party shall, if a claim thereof is to be made against an indemnifying party pursuant to the provisions of Section 9.1 or 9.2, promptly notify such indemnifying party of the commencement thereof; but the omission to so notify such indemnifying party will not relieve it from any matter referred liability which it may have to in Sections 14.1 or 14.2 or in any other applicable provision the indemnified party otherwise than hereunder. In case such action is brought against an indemnified party and it notifies the indemnifying party of this Agreementthe commencement thereof, the Indemnitee indemnifying party shall give written notice describing such claim or Proceeding in reasonable detail in light of have the circumstances then known right to participate in, and, to the Indemnitee extent that it may wish, to assume the party obligated defense thereof, with counsel satisfactory to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretosuch indemnified party; provided, however, that failure of if the Indemnitee to keep defendants in any action include both the Indemnitor reasonably informed as provided herein shall not relieve indemnified party and the Indemnitor of its obligations hereunder except to indemnifying party and the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee indemnified party shall have one or more reasonably concluded that there may be legal or equitable defenses available to it which are different from or in addition additional to those available to the Indemnitorindemnifying party, and, in the reasonable opinion or if there is a conflict of outside counsel to the Indemnitee, interest which would prevent counsel for the Indemnitor could indemnifying party from also representing the indemnified party, the indemnified party shall have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not adequately represent be liable to the interests indemnified party pursuant to the provisions of such Section 9.1 or 9.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (a) the indemnified party shall have employed counsel in accordance with the proviso of the Indemnitee because such interests would be in conflict with those of the Indemnitor; preceding sentence, (b) such Proceeding is reasonably likely the indemnifying party shall not have employed counsel satisfactory to have the indemnified party to represent the indemnified party within a material adverse effect on any other matter beyond reasonable time after the scope or limits notice of the indemnification obligation commencement of the Indemnitor; action, or (c) the Indemnitor shall not have assumed indemnifying party has authorized the defense employment of counsel for the indemnified party at the expense of the Proceeding indemnifying party. No indemnifying party, in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceedingsuch claim or litigation, shall, except with the Indemnitee shall be entitled consent of each indemnified party, consent to participate in entry of any Proceeding at its expense, and the Indemnitor shall judgment or enter into any settlement which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject liability in repsect to such Proceeding, claim or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedlitigation.

Procedures for Indemnification. Except Whenever a claim shall arise for indemnification under Section 12.1 above, with the exception of claims for litigation expenses in respect of a litigation as otherwise to which a notice of claim, as provided below in this Section 12.312.2, promptly after receipt by a has previously been given, which expenses shall be funded on an ongoing basis, the party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten (10) business days prior to the time any response to the asserted claim is required, if possible, and in any event within five (5) business days following receipt of notice thereof. Notwithstanding anything in the preceding sentence to the contrary, the failure of any Indemnified Party to so notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor of its obligations hereunder except Indemnifying Party from any liability for indemnification it may have if and to the extent that the Indemnitor is Indemnifying Party shall not have been prejudiced therebyby such omission. If In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding is commenced against any Indemnitee by a Third Partythird party, the Indemnitor shall be entitled to participate in such Proceeding Indemnifying Party may, at its sole cost and expense, assume the defense thereof at the Indemnitor’s sole expensethereof; provided, however, that the Indemnitor Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Losses attributable to such claim or Legal Proceeding; and, provided further, that Seller shall not be entitled to assume the defense of any claim or Legal Proceeding against Buyer for Taxes with respect to a period ending after the Closing Date. If an Indemnifying Party assumes the defense of any such claim or Legal Proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the defense thereof; provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (and if the Indemnified Party shall withhold its consent to any monetary settlement proposed by the Indemnifying Party and which the other party to the action has indicated it is prepared to accept, the Indemnified Party shall in no event be deemed for purposes of this Agreement, to have suffered Losses in connection with such claim or proceeding in excess of the proposed amount of such settlement); provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. So long as the Indemnifying Party is in good faith defending such claim or Legal Proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not assume the defense of any such claim or Legal Proceeding in accordance with the terms hereof, the Indemnified Party may defend (and, in the case of any claim or Legal Proceeding against Buyer for Taxes with respect to a period ending after the Closing Date, shall defend) against such claim or Legal Proceeding in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld) on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 12.2; provided, however, that if the Indemnified Party does not obtain the prior written consent of the Indemnifying Party to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the claim settled. Notwithstanding anything in this Section 12.2 to the contrary, if, in any claim or Legal Proceeding with respect to which the Indemnified Party has given the notice required under this Section 12.2, (i) the Indemnifying Party shall not have promptly employed counsel reasonably satisfactory to the Indemnified Party or (ii) such Indemnified Party shall have reasonably concluded, based upon the opinion of its outside legal counsel, that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then in either event (x) the Indemnified Party may participate in any such proceeding with the counsel of its choice, the expense for which shall be borne by the Indemnifying Party (but in no event shall the Indemnifying Party be required to pay the fees and expenses of more than one counsel employed by the Indemnified Party with respect to such claim or proceeding) and (y) the Indemnifying Party shall not have the right to assume direct the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests such action on behalf of the Indemnitee because such interests would Indemnified Party. All payments by the Indemnifying Party pursuant to this Article XII shall be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding cash and in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedimmediately available funds.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt Any claims for indemnification by a any party entitled to indemnification hereunder (an "INDEMNIFIED PARTY") from any party hereunder (an "INDEMNITOR") under Sections 14.1 or 14.2 or any other provision this ARTICLE XI shall be made by an Indemnified Party by delivery of this Agreement a written notice to the Indemnitor requesting indemnification (an "INDEMNIFICATION CLAIM") and specifying the “Indemnitee”) basis on which indemnification is sought and the amount of asserted Losses. Indemnitor shall have 30 days after the date on which the Indemnitor receives the notice of an Indemnification Claim to object to such Indemnification Claim by delivery of a written notice of such objection to the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding Indemnified Party specifying in reasonable detail in light the basis for such objection. If within 30 days after the date on which the Indemnitor receives the notice of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third PartyIndemnification Claim, the Indemnitor has not delivered to the Indemnified Party a notice objecting to all or any portion of the claimed Loss and setting forth the amount of such claimed indemnification for such Loss objected to and the reasons for such objection, the Indemnified Party shall be entitled to participate in indemnification for such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expenseLoss, and the Indemnitor shall promptly pay the full amount of such Loss. If, within 30 days after the date on which the Indemnitor receives the notice of an Indemnification Claim, the Indemnitor delivers to the Indemnified Party an objection to all or any portion of the claimed Loss, setting forth the amount of such Loss objected to and the reasons for such objection, the Indemnified Party shall be entitled to reimbursement for the portion of such Loss not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving objected to by the claimant or Indemnitor and the plaintiff Indemnitor shall promptly pay the full amount of a full and unconditional release so much of the Indemnitee, from all Liability with respect Loss as to which the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval Indemnitor did not to be unreasonably withheld, conditioned or delayedobject.

Procedures for Indemnification. Except (a) Third Party Claims (other than in respect of Shared Liabilities). If a claim or demand is made against an Indemnitee by any Person who is not a party to this Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 15 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 any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnitee for legal or 50 other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, then in no event shall the Indemnitee admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitor Indemnitee shall not have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding if Third Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or more legal other equitable relief or relief for 51 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 equitable defenses available to it which are different from relief or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third Party Claim can be in conflict with those of so separated from that for money damages, the Indemnitor; (b) such Proceeding is reasonably likely Indemnifying Party shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding portion relating to money damages. This Section 9.04(a) shall govern all claims under this Article IX for indemnification against Third Party Claims except Third Party Claims in a timely fashion (but in any event within thirty (30respect of Shared Liabilities, as to which Section 9.04(b) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedgovern.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by a No party entitled to shall be liable for any Claim for indemnification under Sections 14.1 or 14.2 or any other provision this Article V unless written notice of this Agreement a Claim for indemnification is delivered by the party seeking indemnification (the “IndemniteeIndemnified Party”) of written notice to the party from whom indemnification is sought (the “Indemnifying Party”) prior to the expiration of the assertion or applicable survival period, if any, set forth in Section 6.3. If any third party notifies the commencement of any Proceeding Indemnified Party with respect to any matter referred which may give rise to a Claim for indemnification (a “Third Party Claim”) against the Indemnifying Party under this Article V, then the Indemnified Party shall notify the Indemnifying Party promptly thereof in Sections 14.1 or 14.2 or writing and in any other applicable provision of this Agreement, event within 30 days after receiving notice from a third party; provided that no delay on the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light part of the circumstances then known to Indemnified Party in notifying the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter Indemnifying Party shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations Indemnifying Party from any obligation hereunder except to the extent that the Indemnitor Indemnifying Party is materially prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a All notices given pursuant to this Section 5.3 shall describe with reasonable specificity the Third Party Claim and the basis of the Indemnified Party’s Claim for indemnification. Upon the Indemnified Party giving notice of the Third Party Claim to the Indemnifying Party, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding and therein and, to the extent desired, to assume the defense thereof at with counsel of its choice as long as the Indemnitor’s sole expense; provided, however, Indemnifying Party agrees in writing that the Indemnitor shall not have Indemnified Party is entitled to indemnification by the right Indemnifying Party for such action. If the Indemnifying Party provides the Indemnified Party with notice of its determination to assume the defense of such Third Party Claim, the Indemnified Party may nevertheless participate in (but not control) such defense, but the Indemnifying Party shall not be liable to the Indemnified Party for any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or other expenses subsequently incurred by the Indemnified Party in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict connection with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days Third Party Claim, other than reasonable costs of investigation, unless the Indemnifying Party does not actually assume the defense thereof following notice of such Proceeding)election. If the Indemnitor, shall Indemnifying Party does not assume the defense of any Proceedingsuch Third Party Claim, the Indemnitee Indemnified Party shall be entitled have the right to participate in undertake the defense of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. Neither the Indemnified Party nor the Indemnifying Party shall consent to the entry or any Proceeding at its expensejudgment or enter into any settlement of any Third Party Claim that might give rise to liability of the other party under this Article V without such party’s consent, and the Indemnitor which consent shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) Purchaser Indemnitee of written notice of the assertion or the commencement of any Proceeding by a third-party with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this AgreementSection 7.2, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known thereof to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”)Seller, and thereafter shall keep the Indemnitor Seller reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep give the Indemnitor reasonably informed Seller notice as provided herein shall not relieve the Indemnitor Seller of its obligations hereunder except to the extent that the Indemnitor Seller is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor The Seller shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume join in the defense of said claim, action or proceeding at Seller’s own cost and expense and, if the Seller agrees in writing to be bound by and to promptly pay the full amount of any Proceeding final judgment from which no further appeal may be taken and if (a) the Indemnitee is reasonably assured of the Seller’s ability to satisfy such agreement, then at the option of the Seller, the Seller may take over the defense of such claim, action or proceeding, except that, in such case, the Indemnitee shall have one or more legal or equitable defenses available the right to it which are different from or join in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of said claim, action or proceeding at its own cost and expense and provided that whether or not the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the Seller takes over defense of any Proceedinga claim, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor Seller shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability admit any liability with respect to the matters that are subject to such Proceedingto, or otherwise shall have been approved by the Indemniteesettle, compromise or discharge, such approval claim without the Indemnitees’s prior written consent (which consent shall not to be unreasonably withheld); provided further that the Seller shall not agree, conditioned without the Indemnitee’s consent, to the entry of any Judgment or delayedsettlement, compromise or decree that provides for injunctive or other nonmonetary relief affecting the Indemnitee.

Procedures for Indemnification. Except as otherwise provided (a) Whenever a Claim shall arise for indemnification resulting from or in Section 12.3, promptly after receipt connection with a Claim by a third party (a “Third-Party Claim”) (other than under Section 9.02(b)(iv)), the Person entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify the Party from which indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch Claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis of such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoClaim; provided, however, that failure of to notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder any liability it may have to the Indemnified Party, except to the extent that the Indemnitor is Indemnifying Party has been materially prejudiced therebyby such failure. If Following receipt of notice of any Proceeding is commenced against any Indemnitee such Third-Party Claim, and unless (i) the assumption of such defense by the Indemnifying Party would be inappropriate due to a Third Partyconflict of interest, (ii) such Third-Party Claim (or the Indemnitor shall be entitled facts or allegations related to participate in such Proceeding and assume Third-Party Claim) involves criminal allegations or seeks equitable or injunctive relief, (iii) the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall Indemnifying Party does not have the right resources to satisfy such Third-Party Claim or (iv) such Third-Party Claim, if adversely determined, could reasonably be expected to materially adversely affect the business or reputation of the Indemnified Party or its Affiliates, the Indemnifying Party shall have the option, at its cost and expense, to assume the defense of such Third-Party Claim and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any Proceeding if (a) the Indemnitee shall have one such claim or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expenseproceeding, and the Indemnitor Indemnifying Party shall not settle such Proceeding unless be liable to the settlement shall include Indemnified Party for any fees of other counsel or any other expenses (except as an unconditional term thereof expressly provided to the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability contrary herein) with respect to the matters defense of such Claim, other than reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party shall have the option of joining the defense of such Claim (which shall be at the sole cost and expense of the Indemnified Party) with counsel not reasonably objected to by the Indemnifying Party and counsel for each party shall, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other party and any counsel designated by that are subject to such Proceedingparty. In effecting the settlement or compromise of, or otherwise consenting to the entry of any judgment with respect to, any such Third-Party Claim with respect to which the Indemnifying Party has assumed the defense in accordance with this Section 9.05(a), the Indemnifying Party, or the Indemnified Party, as the case may be, shall have been approved by act in good faith, shall consult with the Indemniteeother party and shall enter into only such settlement or compromise or consent to the entry of any judgment as the other party shall consent, such approval consent not to be unreasonably withheld, conditioned or delayed. An Indemnifying Party shall not be liable for any settlement, compromise or judgment not made in accordance with the preceding sentence.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by a party entitled to (a) No Seller Indemnifying Party shall be liable for any claim for indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of Article VIII unless written notice of a claim for indemnification is delivered by the assertion or Purchaser Indemnified Party seeking indemnification to the commencement Seller Indemnifying Party from whom indemnification is sought prior to the expiration of any Proceeding applicable survival period set forth in Section 8.01 (in which event the claim shall survive until finally and fully resolved). If any third party notifies the Purchaser Indemnified Party with respect to any matter referred which may give rise to a claim for indemnification (a “Third Party Claim”) against the Seller Indemnifying Party under this Article VIII, then the Purchaser Indemnified Party shall notify the Seller Indemnifying Party reasonably promptly thereof in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretowriting; provided, however, that failure no delay on the part of the Indemnitee to keep Purchaser Indemnified Party in notifying the Indemnitor reasonably informed as provided herein Seller Indemnifying Party shall not relieve the Indemnitor of its obligations Seller Indemnifying Party from any obligation hereunder except to the extent that the Indemnitor Seller Indemnifying Party is actually and materially prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third PartyAll notices given pursuant to this Section 8.05(a) shall describe with reasonable specificity the nature of the claim, the Indemnitor shall be entitled to participate in such Proceeding and assume amount of the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if claim (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in extent then known) and the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests basis of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedPurchaser Indemnified Party’s claim for indemnification.

Procedures for Indemnification. Except Promptly after an Indemnitee has knowledge of any Claim as otherwise provided in Section 12.3, to which such Indemnitee reasonably believes indemnity may be sought or promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written such Indemnitee receives notice of the assertion or the commencement of any Proceeding with action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any matter referred the Company under this Section 7, deliver to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give Company a written notice describing of such claim or Proceeding in reasonable detail in light Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the circumstances then known defense thereof with counsel mutually satisfactory to the Indemnitee to Company and the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoIndemnitee; provided, however, that failure an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for such Indemnitee. In the case of an Indemnitee, the legal counsel referred to in the immediately preceding sentence shall be selected by the Purchasers holding at least a majority in interest of the Securities to which the Claim relates. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Claim. The Company shall keep the Indemnitor reasonably informed Indemnitee fully apprised at all times as provided herein to the status of the defense or any settlement negotiations with respect thereto. The Company shall not relieve the Indemnitor be liable for any settlement of any Claim effected without its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseprior written consent; provided, however, that the Indemnitor Company shall not have unreasonably withhold, delay or condition its consent. The Company shall not, without the right to assume the defense prior written consent of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement or other compromise which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and unconditional release action and proceeding. After indemnification as provided for under this Agreement, the rights of the Indemnitee, from Company shall be subrogated to all Liability rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matters matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitee under this Section 7, except to the extent that are subject the Company is prejudiced in its ability to defend such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedaction.

Procedures for Indemnification. Except as otherwise provided in Whenever a Claim shall arise for indemnification under Section 12.39.02, promptly after receipt by a party the Person entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify in writing the Party from which indemnification is sought (the “Indemnifying Party”) of such Claim and, when known, the facts constituting the basis of such Claim, provided that in the event of a Claim for indemnification resulting from or in connection with a Claim by a third party, the Indemnified Party shall give such written notice of thereof to the assertion or Indemnifying Party not later than ten (10) Business Days prior to the commencement of time any Proceeding with respect response to any matter referred to in Sections 14.1 or 14.2 or the third party Claim is required, if possible, and in any other applicable provision event within fifteen (15) Business Days following receipt of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee thereof (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of to timely notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder any liability it may have to the Indemnified Party, except to the extent that the Indemnitor is Indemnifying Party has been actually prejudiced therebyby such failure). If Following receipt of notice of any Proceeding is commenced against any Indemnitee such third party Claim, and unless counsel to the Indemnified Party shall have reasonably determined in good faith that the assumption of such defense by the Indemnifying Party would be inappropriate due to a Third Partyconflict of interest, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any Proceeding if (a) the Indemnitee shall have one such claim or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expenseproceeding, and the Indemnitor Indemnifying Party shall not settle such Proceeding unless be liable to the settlement shall include Indemnified Party for any fees of other counsel or any other expenses (except as an unconditional term thereof expressly provided to the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability contrary herein) with respect to the matters defense of such Claim, other than reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party shall have the option of joining the defense of such Claim (which shall be at the sole cost and expense of the Indemnified Party) with its own counsel and counsel for each Party shall, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other Party and any counsel designated by that are subject to such ProceedingParty. In effecting the settlement or compromise of, or otherwise consenting to the entry of any judgment with respect to, any such Claim, the Indemnifying Party, or the Indemnified Party, as the case may be, shall have been approved by act in good faith, shall consult with the Indemniteeother Party and shall enter into only such settlement or compromise or consent to the entry of any judgment as the other Party shall consent, such approval consent not to be unreasonably withheld, conditioned or delayed. An Indemnifying Party shall not be liable for any settlement, compromise or judgment not made in accordance with the preceding sentence.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) an Indemnitee of written notice of the assertion or the commencement of any Proceeding Action by a third party (a “Third-Party Claim”) with respect to any matter referred to in Sections 14.1 Section 9.2 or 14.2 or in any other applicable provision of this AgreementSection 9.3, the applicable Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light thereof to the Indemnifying Party, which notice shall include a description of the circumstances then Action, the amount thereof (if known to and quantifiable) and the Indemnitee to basis for the party obligated to indemnify Indemnitee (the “Indemnitor”)Action, and thereafter shall keep the Indemnitor applicable Indemnifying Party reasonably informed with respect thereto; provided, however, that failure of the applicable Indemnitee to keep give the Indemnitor reasonably informed Indemnifying Party notice as provided herein shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder except to the extent that the Indemnitor Indemnifying Party is materially prejudiced thereby. If any Proceeding is commenced against any Thereafter, the applicable Indemnitee by a Third shall deliver to the Indemnifying Party, promptly following the Indemnitor Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee to the extent relating to the Third-Party Claim and reasonably necessary to the Indemnifying Party’s analysis thereof. A claim for indemnification by an Indemnitee for any matter not involving a Third-Party Claim may be asserted by notice to the Indemnifying Party. The Indemnifying Party shall be entitled have the right to participate in such Proceeding and assume control the defense thereof and handling, and settle or compromise, of any Third-Party Claim at the Indemnitor’s its sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding the defense of such Action giving rise to its claim for indemnification at its the Indemnifying Party’s expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect at its option (subject to the matters that are subject limitations set forth below) by appointing a counsel reasonably acceptable to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not applicable Indemnitee to be unreasonably withheldthe lead counsel in connection with such defense; provided, conditioned or delayed.that:

Procedures for Indemnification. Except Promptly after an Indemnitee has knowledge of any Claim as otherwise provided in Section 12.3, to which such Indemnitee reasonably believes indemnity may be sought or promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written such Indemnitee receives notice of the assertion or the commencement of any Proceeding with action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to any matter referred be made against the Company under this Section 8, deliver to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give Company a written notice describing of such claim or Proceeding in reasonable detail in light Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the circumstances then known defense thereof with counsel mutually satisfactory to the Indemnitee to Company and the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoIndemnitee; provided, however, that failure an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for such Indemnitee. In the case of an Indemnitee, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Securities to which the Claim relates. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Claim. The Company shall keep the Indemnitor reasonably informed Indemnitee fully apprised at all times as provided herein to the status of the defense or any settlement negotiations with respect thereto. The Company shall not relieve the Indemnitor be liable for any settlement of any Claim effected without its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseprior written consent; provided, however, that the Indemnitor Company shall not have unreasonably withhold, delay or condition its consent. The Company shall not, without the right to assume the defense prior written consent of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement or other compromise which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and unconditional release action and proceeding. After indemnification as provided for under this Agreement, the rights of the Indemnitee, from Company shall be subrogated to all Liability rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matters matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitee under this Section 8, except to the extent that are subject the Company is materially prejudiced in its ability to defend such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedaction.

Procedures for Indemnification. Except as otherwise provided Any indemnification or advance of expenses (including attorneys’ fees, costs and charges) under this Agreement shall be made promptly, and in Section 12.3any event within 30 days upon the written request of the Indemnitee (and, promptly after in the case of advance of expenses, receipt of a written undertaking by a party or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (be indemnified therefor pursuant to the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision terms of this Agreement, ). The right to indemnification or advances as granted by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction, if the Company denies such request, in whole or in part, or if no disposition thereof is made within 30 days. Such person’s costs and expenses incurred in connection with successfully establishing his/her right to indemnification, in whole or in part, in any such action shall give written notice describing also be indemnified by the Company. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses (including attorney’s fees, costs and charges) under this Agreement where the required undertaking, if any, has been received by the Company) that the claimant has not met the standard of conduct set forth in the DGCL, as the same exists or Proceeding hereafter may be amended (but, in reasonable detail in light the case of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”)any such amendment, and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except only to the extent that such amendment permits the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third PartyCompany to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), but the Indemnitor burden of proving such defense shall be entitled on the Company. Neither the failure of the Company (including the Board, its independent legal counsel and its stockholders) to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available made a determination prior to the Indemnitorcommencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, andas the same exists or hereafter may be amended (but, in the reasonable opinion case of outside counsel any such amendment, only to the Indemniteeextent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), nor the fact that there has been an actual determination by the Company (including the Board, its independent legal counsel for and its stockholders) that the Indemnitor could claimant has not adequately represent the interests met such applicable standard of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitorconduct, shall assume be a defense to the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by action or create a presumption that the claimant or has not met the plaintiff applicable standard of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedconduct.

Procedures for Indemnification. Except Promptly after an Indemnitee has knowledge of any Claim as otherwise provided in Section 12.3, to which such Indemnitee reasonably believes indemnity may be sought or promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written such Indemnitee receives notice of the assertion or the commencement of any Proceeding with action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to any matter referred be made against the Company under this Section 8, deliver to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give Company a written notice describing of such claim or Proceeding in reasonable detail in light Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the circumstances then known defense thereof with counsel mutually satisfactory to the Indemnitee to Company and the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoIndemnitee; provided, however, that failure an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for such Indemnitee. In the case of an Indemnitee, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Securities to which the Claim relates. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Claim. The Company shall keep the Indemnitor reasonably informed Indemnitee fully apprised at all times as provided herein to the status of the defense or any settlement negotiations with respect thereto. The Company shall not relieve the Indemnitor be liable for any settlement of any Claim effected without its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseprior written consent; provided, however, that the Indemnitor Company shall not have unreasonably withhold, delay or condition its consent. The Company shall not, without the right to assume the defense prior written consent of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement or other compromise which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnitee of a full and unconditional release of the Indemnitee, from all Liability with liability in respect to such Claim and action and proceeding. The failure to deliver written notice to the matters Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitee under this Section 8, except to the extent that are subject the Company is materially prejudiced in its ability to defend such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedaction.

Procedures for Indemnification. Except as otherwise provided in (a) If there occurs an event that either party asserts is an indemnifiable event pursuant to Section 12.35.1 or 5.2, promptly after receipt by a the party entitled to seeking indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) shall promptly provide notice (the “Notice of written notice Claim”) to the other party or parties obligated to provide indemnification (the “Indemnifying Party”). Providing the Notice of Claim shall be a condition precedent to any Liability of the assertion or Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder but only if and to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnitee and it shall provide a Notice of Claim to the Indemnifying Party of the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementthereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee and, after notice from the Indemnifying Party to such Indemnitee of such election so to assume the defense thereof, the Indemnifying Party shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known not be liable to the Indemnitee to hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the party obligated to indemnify Indemnitee (Indemnitee, in connection with the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretodefense thereof other than reasonable costs of investigation; provided, however, that failure of if the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to keep result in a conflict of interest, then the Indemnitor reasonably informed as provided herein Indemnitee shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume defend, at the sole cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any Proceeding if (a) such claim or litigation, shall, except with the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion written consent of outside counsel to the each Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement that does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving release of the Indemnitee from all Liability in respect to such claim or litigation or that does not solely require the payment of money damages by the claimant Indemnifying Person. The Indemnifying Party agrees to afford the Indemnitee and its counsel the opportunity to be present at, and to participate in, conferences with all Persons, including any Governmental or Regulatory Authority, asserting any Claim against the plaintiff Indemnitee or conferences with representatives of a full and unconditional release or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, from all Liability with respect to settle any Claim on terms that provide for (i) a criminal sanction against the matters that are subject to such Proceeding, Indemnitee or otherwise shall have been approved by (ii) injunctive relief affecting the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except The Buyer Indemnitees and Seller Indemnitees shall be referred to in this Section 7.4 as otherwise provided in the “Indemnitees”. Indemnitees shall give the party against whom indemnification is sought pursuant to this Section 12.3, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement 7 (the “IndemniteeIndemnifying Person”) of written prompt notice of any written claim, demand, assessment, action, suit or Proceeding to which the assertion indemnity set forth in this Section 7 applies. If the document evidencing such claim or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementdemand is a court pleading, the Indemnitee shall give such notice, including a copy of such pleading, within seven (7) days of receipt of such pleading, otherwise, the Indemnitee shall give such notice within thirty (30) days of the date it receives written notice describing of such claim. Failure to give timely notice of a matter which may give rise to an indemnification claim or Proceeding in reasonable detail in light of shall not affect the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure rights of the Indemnitee to keep collect such Loss from the Indemnitor Indemnifying Person so long as such failure to so notify does not materially adversely affect the Indemnifying Person’s ability to defend such Loss against a third party. If the Indemnitee’s request for indemnification arises from the claim of a third party, the Indemnifying Person may, at its option, assume control of the defense of any such claim, or any litigation resulting from such claim so long as (a) the Indemnifying Person gives written notice to the Indemnitee within twenty (20) days after the Indemnitee has given notice of the third party claim that the Indemnifying Person will indemnify the Indemnitee from and against the entirety of any and all Losses the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the third party claim, (b) the Indemnifying Person provides the Indemnitee with evidence reasonably informed as provided herein shall acceptable to the Indemnitee that the Indemnifying Person will have adequate financial resources to defend against the third party claim and fulfill its indemnification obligations hereunder, (c) the third party claim involves only money damages and does not relieve seek an injunction or other equitable relief against the Indemnitor Indemnitee, (d) the Indemnitee has not been advised in writing by counsel that an actual or potential conflict exists between the Indemnitee and the Indemnifying Person in connection with the defense of the third party claim, (e) settlement of, an adverse judgment with respect to or the Indemnifying Person’s conduct of the defense of the third party claim is not, in the good faith judgment of the Indemnitee, likely to be adverse to the Indemnitee’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its obligations hereunder except to business) and (f) the extent that Indemnifying Person conducts the Indemnitor is prejudiced therebydefense of the third party claim actively and diligently. If any Proceeding is commenced against any The Indemnitee by a Third Party, the Indemnitor shall be entitled to may retain separate co-counsel at its sole cost and expense and participate in such Proceeding and assume the defense thereof at of the Indemnitor’s sole expensethird party claim; provided, however, that the Indemnitor shall not have Indemnifying Person will pay the right to assume the defense reasonable fees and expenses of any Proceeding if (a) separate co-counsel retained by the Indemnitee shall have one or more legal or equitable defenses available that are incurred prior to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion Indemnifying Person’s assumption of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests control of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in third party claim. Failure by the Indemnifying Person to notify the Indemnitee of its election to defend a timely fashion complaint by a third party within twenty (but in any event 20) days shall be a waiver by the Indemnifying Person of its right to respond to such complaint and within thirty (30) days after notice thereof shall be a waiver by the Indemnifying Person of notice its right to assume control of the defense of such Proceeding)claim or action. If the IndemnitorIndemnifying Person assumes control of the defense of such claim or litigation resulting therefrom, the Indemnifying Person shall take all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom. The Indemnifying Person shall not, in the defense of such claim or litigation, consent to entry of any judgment against any Indemnitee or enter into any settlement, involving any Indemnitee, except in either case with written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee shall furnish the Indemnifying Person in reasonable detail all information the Indemnitee may have with respect to any such third-party claim and shall make available to the Indemnifying Person and its representatives all records and other similar materials which are reasonably required in the defense of such third-party claim and shall otherwise cooperate with and assist the Indemnifying Person in the defense of such third-party claim. If the Indemnifying Person does not assume control of the defense of any Proceedingsuch third-party claim or litigation resulting therefrom, the Indemnitee may defend against such claim or litigation in such manner as it may reasonably deem appropriate, and the Indemnifying Person shall indemnify the Indemnitee from any Loss indemnifiable under Section 7 incurred in connection therewith. The Indemnifying Person shall not be obligated to the Indemnitee for any settlement or consent to a stay of judgment made by any Indemnitee if such settlement or consent is entered into without the prior written consent of the Indemnifying Person which consent shall not be unreasonably withheld or delayed. If the Indemnitee should have a claim against the Indemnifying Person that does not involve a third party claim, the Indemnitee shall deliver a notice of such claim to the Indemnifying Person. If the Indemnifying Person notifies the Indemnitee that it does not dispute the claim described in such notice or fails to notify the Indemnitee within thirty (30) days after delivery of such notice by the Indemnitee whether the Indemnifying Person disputes the claim described in such notice, the Loss in the amount specified in the Indemnitee’s notice will be entitled conclusively deemed a liability of the Indemnifying Person and the Indemnifying Person shall pay the amount of such Loss to participate the Indemnitee on demand. If the Indemnifying Person has timely disputed its liability with respect to such claim, a senior executive of each of the Indemnifying Person and the Indemnitee with full negotiating authority will proceed in any Proceeding at its expensegood faith to negotiate a resolution of such dispute, and if not resolved through the Indemnitor shall not settle negotiations of such Proceeding unless executives within sixty (60) days after the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release delivery of the Indemnitee, from all Liability with respect to the matters that are subject to ’s notice of such Proceeding, or otherwise shall have been approved by the Indemniteeclaim, such approval not to dispute shall be unreasonably withheld, conditioned or delayedresolved fully and finally by a court of competent jurisdiction.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by (a) Any Person making a party entitled to claim for indemnification under Sections 14.1 Section 9.1, Section 9.2 or 14.2 or any other provision of this Agreement Section 9.3 (an “Indemnified Party”) shall notify the party against whom indemnification is sought (an “IndemniteeIndemnifying Party”) of written the claim in writing promptly after receiving notice of any action, lawsuit, proceeding, investigation, demand or other claim against the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the Indemnified Party by a third party obligated to indemnify Indemnitee (the a “IndemnitorThird Party Claim”), describing the Third Party Claim, the amount thereof (if known and thereafter shall keep quantifiable) and the Indemnitor reasonably informed with respect theretobasis thereof in reasonable detail; provided, howeverthat, that the failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein so notify an Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder except to the extent that (and only to the Indemnitor extent that) such failure shall have caused the indemnifiable Losses to be greater than such Losses would have been had the Indemnified Party given the Indemnifying Party prompt notice hereunder. Notwithstanding anything to the contrary set forth herein, to the extent a claim for indemnification in respect of a single action, lawsuit, proceeding, investigation or demand or other claim is prejudiced thereby. If any Proceeding is commenced against any Indemnitee being sought by both a Third PartyCompany Indemnified Party under Section 9.2(g) and a Seller Indemnified Party under Section 9.3(c), for purposes of this Section 9.6, the Indemnitor sole Indemnifying Party shall be deemed to be the Company. Any Indemnifying Party shall be entitled to participate in the defense of such Proceeding Third Party Claim at such Indemnifying Party’s expense, and at its option shall be entitled to assume the defense thereof at by appointing a reputable counsel reasonably acceptable to the Indemnitor’s sole expenseIndemnified Party to be the lead counsel in connection with such defense; provided, however, provided that the Indemnitor Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose (provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party and shall not be recoverable from such Indemnifying Party under this ARTICLE IX). Notwithstanding the foregoing, if the Indemnified Party shall have determined in good faith and upon advice of counsel that (a) an actual or likely conflict of interest makes representation of the Indemnifying Party and the Indemnified Party by the same counsel inappropriate or (b) the defendants in, or targets of, any such action or proceeding include both the Indemnified Party and an Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action or proceeding on behalf of the Indemnified Party), then, in each case, the Indemnified Party may, upon notice to the Indemnifying Party, engage separate counsel, and the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party to the extent the Third Party Claim is indemnifiable hereunder (but only to the extent such separate counsel agrees to comply with any written guidelines established by the Indemnifying Party that are applicable to substantially all outside counsel retained by such Indemnifying Party, which guidelines shall be provided to the Indemnified Party promptly upon the Indemnifying Party’s receipt of notice that the Indemnified Party intends to engage separate counsel due to an actual or likely conflict of interest). Upon assumption of the defense of any such Third Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of the Third Party Claim, unless the Indemnifying Party consents in writing to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnified Party is entered against the Indemnified Party for such Liability. Notwithstanding anything to the contrary herein, the Indemnifying Party shall not compromise or settle, or admit any Liability with respect to, any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), unless the relief consists solely of (i) money damages (all of which the Indemnifying Party shall pay except to the extent otherwise provided in Section 9.2 (as it relates to Section 9.2(g)) and Section 9.3) and (ii) includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto. In all cases with respect to Third Party Claims, the parties shall provide reasonable cooperation to each other in defense of such Third Party Claims, including by making employees, information and documentation reasonably available (including for purposes of fact finding, consultation, interviews, depositions and, if required, as witnesses) and providing such information, testimony and access to their books and records, during normal business hours and upon reasonable notice, in each case as shall be reasonably necessary in connection with the contest or defense. If the Indemnifying Party shall not reasonably promptly assume the defense of any Proceeding if (a) the Indemnitee shall have one such Third Party Claim, or more legal fails to prosecute or equitable defenses available to it which are different withdraws from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceedingsuch Third Party Claim, the Indemnitee shall be entitled to participate in any Proceeding Indemnified Party may defend against such matter, at its the Indemnifying Party’s expense, and in a manner consistent with the Indemnitor above provisions regarding conduct of the defense by the Indemnified Party; provided, that, the Indemnified Party may not settle any such matter without the written consent of the Indemnifying Party (which consent shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned withheld or delayed).

Procedures for Indemnification. Except as otherwise Subject to the following sentence, whenever a claim shall arise for indemnification under this Article 10A, the Indemnified Party shall promptly notify the Indemnifying Party of such claim within the period provided in Section 12.310.01 and, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementwhen known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that failure in the event of any claim for indemnification under this Article 10A resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnitee Indemnified Party shall give such notice thereof to keep the Indemnitor reasonably informed as provided herein Indemnifying Party not later than ten (10) Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within five (5) Business Days following receipt of notice thereof. Notwithstanding the foregoing, in the case of claims for indemnification hereunder not arising in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall not relieve submit such claims to the Indemnitor of its obligations hereunder Indemnifying Party in increments aggregating less than $50,000. The Indemnified Party’s failure to give timely notice or to furnish the Indemnifying Party with any relevant facts in connection with any third party claim shall not constitute a defense (in part or in whole) to any claim for indemnification by such party, except and only to the extent that such failure shall result in any prejudice to the Indemnitor is prejudiced therebyIndemnifying Party and provided further that nothing contained herein shall extend the time limits set forth in Section 10.10 hereof. If In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding is commenced against any Indemnitee by a Third third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof by written notice within ten (10) Business Days, using counsel that is reasonably satisfactory to the Indemnified Party, provided that any such exercise of the Indemnitor Indemnifying Party’s rights to take control of the defense and investigation of any third party claim shall not be deemed a waiver of the Indemnifying Party’s right to determine at a later date that such third party claim is not entitled to indemnification under this Agreement, in which case the Indemnifying Party may, in the exercise of its sole discretion, determine not to continue to defend any such third party claim and any action taken by the Indemnifying Party in connection with such determination shall be undertaken in a manner so as not to materially prejudice the defense or the rights of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party so as to minimize risk of any such prejudice. Each Indemnified Party shall use commercially reasonable efforts to mitigate Environmental Damages for which it seeks indemnification under this Article 10A. If an Indemnifying Party assumes the defense of any such claim or Legal Proceeding, the Indemnifying Party shall be entitled to participate take all steps necessary in such Proceeding and assume the defense thereof at including the Indemnitor’s sole expensesettlement of any case that involves solely monetary damages without the consent of the Indemnified Party; provided, however, that the Indemnitor shall not have Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right to assume of control thereof. The Indemnifying Party, if it has assumed the defense of any claim or Legal Proceeding if by a third party as provided herein, shall not consent to, or enter into, any compromise or settlement of (awhich settlement (i) commits the Indemnitee shall have one Indemnified Party to take, or more legal or equitable defenses available to it which are different from or in addition forbear to those available to the Indemnitortake, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; action or (cii) the Indemnitor shall does not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of provide for a full and unconditional complete written release by such third party of the IndemniteeIndemnified Party), from all Liability with respect or consent to the matters entry of any judgment that are subject does not relate solely to monetary damages arising from, any such Proceedingclaim or Legal Proceeding by a third party without the Indemnified Party’s prior written consent, or otherwise which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article 10A, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information, provided, that in each case, such access shall be given at reasonable times and upon reasonable notice and without undue interruption to such party’s business or personnel. So long as the Indemnifying Party is in good faith defending such claim or proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any such claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 10A.03.

Procedures for Indemnification. Except (a) As used in this Article IX, the term "Indemnitee" means the member or members of the Xxxxx Group seeking indemnification hereunder. (b) A claim for indemnification hereunder (an "Indemnification Claim") shall be made by Indemnitee by delivery of a written notice to the Shareholder Representative and the Escrow Agent requesting indemnification and specifying the basis on which indemnification is sought in reasonable detail (and shall include relevant documentation related to the Indemnification Claim), the amount of the asserted Xxxxx Losses and, in the case of a Third Party Claim (as otherwise provided defined in Section 12.39.4), promptly after receipt containing (by attachment or otherwise) such other information as Indemnitee shall have concerning such Third Party Claim. (c) If the Indemnification Claim involves a party Third Party Claim, the procedures set forth in Section 9.4 hereof shall be observed by Indemnitee and the Shareholder Representative. (d) The Escrow Agent will not release any Escrow Shares held in the Escrow Account pursuant to an Indemnification until such Indemnification Claim has been resolved in accordance with Section 9.6 below. Section 9.4 DEFENSE OF THIRD PARTY CLAIMS. Should any claim be made, or suit or proceeding be instituted against an Indemnitee which, if prosecuted successfully, would be a matter for which such Indemnitee is entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement Article IX (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementa "Third Party Claim"), the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.32

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled to indemnification under Sections 14.1 Section 12.2 or 14.2 or any other provision Section 12.3 of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with third party action or other event for which indemnification may be available under Section 12.2 or 12.3, such indemnified party shall, if a claim in respect thereof is to any matter referred be made against an indemnifying party under such Section, give notice to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light indemnifying party of the circumstances then known commencement thereof, but the failure so to the Indemnitee to the notify that indemnifying party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor it of its obligations hereunder any liability that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the Indemnitor defense of such action is prejudiced thereby. If In case any Proceeding is commenced such action shall be brought against any Indemnitee by a Third Partyan indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the Indemnitor indemnifying party shall be entitled to participate in such Proceeding and therein and, to the extent that it shall elect, to assume the defense thereof at with counsel reasonably satisfactory to such indemnified party and, after notice from the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any Proceeding other expenses, in each case incurred by such indemnified party in connection with the indemnified party's own defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel if (a) the Indemnitee shall have indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more legal or equitable defenses available to it which are different from or in addition to those and not available to the Indemnitorindemnifying party which defenses result in a conflict of interest. If an indemnifying party assumes the defense of such an action, and, in (a) such assumption will conclusively establish for purposes of this Agreement that the reasonable opinion claims made are within the scope of outside counsel and subject to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitorindemnification; (b) such Proceeding no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent unless (i) there is reasonably likely to have a material adverse no finding or admission or any violation of law or any violation of the rights of any Person and no effect on any other matter beyond claims that may be made against the scope or limits of indemnified party, and (ii) the indemnification obligation of sole relief provided is monetary damages that are paid in full by the Indemnitorindemnifying party; or and (c) the Indemnitor indemnified party shall not have assumed no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of any claim for indemnification hereunder and the defense of the Proceeding in a timely fashion indemnifying party does not, within ten (but in any event within thirty (3010) days after the indemnified party's notice is given, give notice to the indemnified party of notice of such Proceeding). If the Indemnitor, shall its election to assume the defense of any Proceedingthereof, the Indemnitee shall indemnifying party will be bound by any determination made in connection therewith or any compromise or settlement effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a third-party claim may adversely affect it or its Affiliates other than as a result of monetary damages for which if would be entitled to participate in any Proceeding at its expenseindemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such third-party claim. Both the indemnified party and the Indemnitor indemnifying party shall not settle such Proceeding unless keep the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release other fully informed of the Indemnitee, from status of any claim for which indemnification has been sought at all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedstages thereof.

Procedures for Indemnification. Except Promptly after an Indemnitee has knowledge of any Claim as otherwise provided in Section 12.3, to which such Indemnitee reasonably believes indemnity may be sought or promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written such Indemnitee receives notice of the assertion or the commencement of any Proceeding with action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to any matter referred be made against the Company under this Section 8, deliver to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give Company a written notice describing of such claim or Proceeding in reasonable detail in light Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the circumstances then known defense thereof with counsel mutually satisfactory to the Indemnitee to Company and the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoIndemnitee; provided, however, that failure an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for such Indemnitee. In the case of an Indemnitee, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Securities to which the Claim relates. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Claim. The Company shall keep the Indemnitor reasonably informed Indemnitee fully apprised at all times as provided herein to the status of the defense or any settlement negotiations with respect thereto. The Company shall not relieve the Indemnitor be liable for any settlement of any Claim effected without its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseprior written consent; provided, however, that the Indemnitor Company shall not have unreasonably withhold, delay or condition its consent. The Company shall not, without the right to assume the defense prior written consent of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement or other compromise which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnitee of a full and unconditional release of the Indemnitee, from all Liability with liability in respect to such Claim, action and proceeding. The failure to deliver written notice to the matters Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitee under this Section 8, except to the extent that are subject the Company is materially prejudiced in its ability to defend such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedaction.

Procedures for Indemnification. Except (a) If a claim or demand is made against a SpinCo Indemnitee or a Parent Indemnitee (each, an "Indemnitee") by any Third Party (a "Third-Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the "Indemnifying Party") in Section 12.3writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event within seven Business Days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird-Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent that the Indemnitor is Indemnifying Party shall have been actually prejudiced therebyas a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five Business Days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. If any Proceeding a Third-Party Claim is commenced made against any Indemnitee by a Third Partyan Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding and the defense thereof and, if it so elects in accordance with this Section 3.3(a), to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within thirty days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee in writing of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim that would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party. If the Indemnifying Party elects to assume such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third-Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If an Indemnifying Party elects to assume the defense of a Third-Party Claim as provided above, in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitor Indemnitee shall not have the right to settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If an Indemnifying Party elects to assume the defense of a Third-Party Claim as provided above, the Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and releases the Indemnitee completely in connection with such Third-Party Claim; provided, however, that, notwithstanding the foregoing, the Indemnitee shall not be required hereunder to agree to any such settlement, compromise or discharge involving the stipulation of facts or the adjudication of any question that the Indemnitee determines in its discretion would have an adverse effect on the Indemnitee in any other proceeding or otherwise would affect adversely the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim, and such Indemnitee may recover the Losses in connection with such compromise, settlement or defense from the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding if Third-Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or more legal 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 equitable defenses available to it which are different from relief or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third-Party Claim can be in conflict with those of so separated from that for money damages, the Indemnitor; (b) such Proceeding is reasonably likely Indemnifying Party shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled portion relating to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmoney damages.

Procedures for Indemnification. Except (a) THIRD PARTY CLAIMS. If a claim or demand is made against a Media Information Indemnitee or a New Ceridian Indemnitee (each, an "Indemnitee") by any person who is not a party to this Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the "Indemnifying Party") in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood, subject to the proviso of the preceding sentence, that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitor Indemnitee shall not have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding if Third Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or more legal 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 equitable defenses available to it which are different from relief or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third Party Claim can be in conflict with those of so separated from that for money damages, the Indemnitor; (b) such Proceeding is reasonably likely Indemnifying Party shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled portion relating to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmoney damages.

Procedures for Indemnification. Except ment (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 15 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 any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of 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 defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, then in no event will the 24 24 Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitor Indemnitee shall not have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding if Third Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or more legal 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 equitable defenses available to it which are different from relief or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third Party Claim can be in conflict with those of so separated from that for money damages, the Indemnitor; (b) such Proceeding is reasonably likely Indemnifying Party shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled portion relating to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmoney damages.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt Any claims for indemnification by a any party entitled to indemnification hereunder (an "INDEMNIFIED PARTY") from any party hereunder (an "INDEMNITOR") under Sections 14.1 or 14.2 or any other provision this ARTICLE IX shall be made by an Indemnified Party by delivery of this Agreement a written notice to the Indemnitor requesting indemnification (an "INDEMNIFICATION CLAIM") and specifying the “Indemnitee”) basis on which indemnification is sought and the amount of asserted Losses. Indemnitor shall have 30 days after the date on which the Indemnitor receives the notice of an Indemnification Claim to object to such Indemnification Claim by delivery of a written notice of such objection to the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding Indemnified Party specifying in reasonable detail in light the basis for such objection. If within 30 days after the date on which the Indemnitor receives the notice of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third PartyIndemnification Claim, the Indemnitor has not delivered to the Indemnified Party a notice objecting to all or any portion of the claimed Loss and setting forth the amount of such claimed indemnification for such Loss objected to and the reasons for such objection, the Indemnified Party shall be entitled to participate in indemnification for such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expenseLoss, and the Indemnitor shall promptly pay the full amount of such Loss. If, within 30 days after the date on which the Indemnitor receives the notice of an Indemnification Claim, the Indemnitor delivers to the Indemnified Party an objection to all or any portion of the claimed Loss, setting forth the amount of such Loss objected to and the reasons for such objection, the Indemnified Party shall be entitled to reimbursement for the portion of such Loss not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving objected to by the claimant or Indemnitor and the plaintiff Indemnitor shall promptly pay the full amount of a full and unconditional release so much of the Indemnitee, from all Liability with respect Loss as to which the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval Indemnitor did not to be unreasonably withheld, conditioned or delayedobject.

Procedures for Indemnification. Except If a claim or demand is made against an Indemnitee by any person who is not a party to this Distribution Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Distribution Agreement, such Indemnitee shall notify the Indemnifying Party in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 20 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification within such 20 business day period shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 20 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 any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof at with counsel selected by the Indemnitor’s sole expenseIndemnifying Party; providedprovided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, however, that the Indemnitor 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 except as otherwise expressly provided for in Section 2.9 of this Distribution Agreement. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee (i) for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the 20 business day period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above) or (ii) in the event the Indemnitee reasonably determines, based on the advice of its counsel that there shall exist a conflict of interest between the Indemnitee and the Indemnifying Party or that there are defenses available to the Indemnitee that are not available to the Indemnifying Party, the effect of which shall be to make it impractical for the Indemnitee and the Indemnifying Party to be jointly represented by the same counsel, in which case the Indemnifying Party shall be liable for the fees and expenses of one counsel for all Indemnitees in any single or series of related Actions. If the Indemnifying Party so elects to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any ProceedingThird Party Claim, the Indemnitee shall be entitled to participate cooperate with the Indemnifying Party in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless defense or prosecution thereof. If the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff Indemnifying Party acknowledges in writing liability for indemnification of a full and unconditional release of Third Party Claim, then in no event will the Indemnitee, from all Liability Indemnitee admit any liability with respect to the matters that are subject to such Proceedingto, or otherwise shall have been approved by the Indemniteesettle, such approval not to be unreasonably withheldcompromise or discharge, conditioned or delayed.any Third C-13

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled to indemnification under Sections 14.1 or 14.2 or any other provision this Section 9 of this Agreement (the “Indemnitee”) of written notice of the assertion or any Claim, the commencement of any Proceeding with respect to Action, or the discovery of any matter referred to in Sections 14.1 facts or 14.2 circumstances which could reasonably result in, if not attended to, a Claim or in commencement of any other applicable provision of this AgreementAction, the Indemnitee shall give written notice describing such claim indemnified party shall, if a Claim in respect thereof is to be or Proceeding may be made against the indemnifying party under this Section 9, notify the indemnifying party in reasonable detail in light writing of the circumstances then known Claim, the commencement of that Action or state of facts of circumstances; provided that, the failure to notify the Indemnitee to the indemnifying party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve it from any Liability which it may have to the Indemnitor of its obligations hereunder indemnified party, except to the extent that the Indemnitor it is actually prejudiced therebyas a result of such delay. If any Proceeding is commenced such Claim shall be brought against any Indemnitee by a Third Partyan indemnified party, and it shall notify the indemnifying party thereof, the Indemnitor indemnifying party shall be entitled to participate at its cost and expense jointly with the indemnified party in the indemnified party's defense, settlement or other disposition of any such Proceeding Claim. With respect to any such Claim relating solely to the payment of money damages and assume which will not result in the defense thereof at indemnified party's becoming subject to injunctive or other relief or otherwise materially adversely affect the Indemnitor’s business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole expenseright to defend, settle or otherwise dispose of such claim on such terms as the indemnifying party, in its sole discretion, shall deem appropriate; provided, howeverhowever that the indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to ceasing to defend, settling or otherwise disposing of any such claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be materially adversely affected in any manner; and provided, further, that if the Indemnitor indemnified party has elected to be represented by separate counsel pursuant to the proviso to the following sentence, such settlement or compromise shall be effected only with the consent of the indemnified party, which consent shall not have be unreasonably withheld. After notice from the right indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 9 for any Proceeding if (a) legal or other expenses subsequently incurred by the Indemnitee indemnified party in connection with the defense thereof. The indemnified party shall have one or more legal or equitable defenses available the right to employ counsel to represent it which are different from or in addition to those available to the Indemnitor, andif, in the indemnified party's reasonable opinion judgment, it is advisable for the indemnified party to be represented by separate counsel, and in that event the fees and expenses of outside such separate counsel shall be paid by the indemnified party. The parties each agree to render to the Indemnitee, counsel for other parties such assistance as may reasonably be requested in order to insure the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the proper and adequate defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant claim or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedproceeding.

Procedures for Indemnification. Except as otherwise provided (a) As used in this Section 12.37.3, the term "Indemnitor" means the party against whom indemnification hereunder is sought, and the term "Indemnitee" means the party seeking indemnification hereunder. (b) A claim for indemnification hereunder (an "Indemnification Claim") shall be made by Indemnitee promptly after receipt upon the occurrence of an Indemnifiable Loss by delivery of a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written notice of to Indemnitor requesting indemnification and specifying the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding basis on which indemnification is sought in reasonable detail in light (and shall attach relevant documentation related to the Indemnification Claim), the amount of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, asserted Indemnifiable Losses and, in the reasonable opinion case of outside counsel to the Indemniteea Third Party Claim (as defined below), counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; containing (bby attachment or otherwise) such Proceeding is reasonably likely to other information as Indemnitee shall have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or concerning such Third Party Claim. (c) If the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 7.4 hereof shall be observed by Indemnitee and Indemnitor. (d) If the Indemnification Claim involves a matter other than a Third Party Claim, Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such Proceeding)objection to Indemnitee specifying in reasonable detail the basis for such objection. If Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnification Claim shall thereafter be paid by Indemnitor in accordance with Section 7.3(e) hereof. If an objection is timely delivered by Indemnitor and the dispute is not resolved within twenty (20) business days from the delivery of such objection (the "Negotiation Period"), such dispute shall be resolved by arbitration in accordance with the provisions of Section 8.10 hereof. (e) Upon determination of the amount of an Indemnification Claim, whether by (i) an agreement between Indemnitor and Indemnitee, (ii) an arbitration award, or (iii) a final judgment (after expiration of all periods for appeal of such judgment) or other final nonappealable order, Indemnitor shall not settle pay the amount of such Proceeding unless the settlement shall include as an unconditional term thereof the giving Indemnification Claim by the claimant or the plaintiff of a full and unconditional release check within ten (10) days of the Indemnitee, from all Liability with respect to the matters that are subject to date such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedamount is determined.

Procedures for Indemnification. Except as otherwise provided Any Indemnitee entitled to indemnification pursuant to this IP Agreement shall notify the Indemnifying Party in Section 12.3writing, and in reasonable detail, of the applicable Third Party Claim promptly (and in any event within 10 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been 6 47 actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 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 any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of 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 defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall have full control of such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all 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 of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld); provided, however, that the Indemnitor Indemnitee shall not have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases in writing the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding if Third Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or more legal 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 Third Party Claim for money damages. If such equitable defenses available to it which are different from relief or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third Party Claim can be in conflict with those of so separated from that for money damages, the Indemnitor; (b) such Proceeding is reasonably likely Indemnifying Party shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding)portion relating to money damages. If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedSection 4.04.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to To the extent that the Existing Partners are the Indemnitor is prejudiced therebyunder an Indemnification Claim arising pursuant to Section 11.3 above, amounts required to be paid in respect of such Indemnification Claim will be paid to the Post-Amendment Partnership. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of after the date on which written notice of an Indemnification Claim arising pursuant to Section 11.3(ii) above has been given, the Indemnitor shall acknowledge in writing to the Indemnitee and without qualification its indemnification obligations as provided in Section 11.3(ii); then, except as hereinafter provided, the Indemnitee shall not, and the Indemnitor shall, have the right to (a) contest, defend, litigate or settle such Proceeding)Indemnification Claim, and (b) assert any counter-claim or cross-claim or otherwise exercise any rights the Existing Partners or Partnership may have directly related to such Indemnification Claim and, to the extent it has made a payment to Indemnitee pursuant to its indemnification obligations in respect of such Indemnification Claim, to retain any judgments, awards, settlements or other benefits procured in connection with any such action ((a) and (b) collectively, “Defend the Claim”) and the Indemnitee shall cooperate with the Indemnitor in connection therewith, at Indemnitor’s expense. If The Indemnitee shall have the Indemnitorright to be represented by counsel at its own expense in any such contest, shall assume defense, litigation or settlement conducted by the defense of any Proceeding, Indemnitor provided that the Indemnitee shall be entitled to participate in any Proceeding at its expense, and reimbursement therefor if the Indemnitor shall not lose its right to contest, defend, litigate and settle such Proceeding unless Indemnification Claim as herein provided. The Indemnitor shall lose its right to Defend the Claim if it shall fail to diligently contest, defend, litigate or settle, in its sole and reasonable discretion, the Indemnification Claim. So long as the Indemnitor has not lost its right and/or obligation to Defend the Claim as herein provided, the Indemnitor shall have the exclusive right to Defend the Claim and shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnitee, and provided that as to any such Indemnification Claim that is material, the Indemnitor will provide such information as Indemnitee may from time to time reasonably request in connection therewith, consult with Indemnitee as to the contest, litigation and settlement relating to such Indemnification Claim, and in good faith take into account Indemnitee’s advice and input in connection therewith. All expenses (including without limitation attorneys’ fees) incurred by the Indemnitor in connection with the foregoing shall be paid by the Indemnitor. Notwithstanding the foregoing, in connection with any settlement negotiated by an Indemnitor, no Indemnitee shall be required by an Indemnitor to (x) enter into any settlement that does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to the plaintiff Indemnitee of a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Indemnitee or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. No failure by an Indemnitor to acknowledge in writing its indemnification obligations Section 11.3(ii) shall relieve it of such obligations to the extent they exist. If an Indemnitee is entitled to indemnification against such an Indemnification Claim, and unconditional release the Indemnitor fails to accept a tender of, or assume, the defense of a Indemnification Claim pursuant to its obligation under Section 11.3(ii), or if, in accordance with the foregoing, the Indemnitor shall lose its right to Defend the Claim, the Indemnitee shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to Defend the Claim, and may settle such Indemnification Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnitee, from all Liability with respect in good faith, deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the matters that are subject Indemnitor. If, pursuant hereto, the Indemnitee so contests, defends, litigates or settles such an Indemnification Claim, for which it is entitled to such Proceedingindemnification hereunder as hereinabove provided, or otherwise the Indemnitee shall have been approved be reimbursed by the IndemniteeIndemnitor for the Indemnification Claim, including reasonable attorneys’ fees and other expenses of defending, contesting, litigating and/or settling such approval not Indemnification Claim which are incurred from time to be unreasonably withheldtime, conditioned or delayed.forthwith following the presentation to the Indemnitor of itemized bills for said attorneys’ fees and other expenses. ]

Procedures for Indemnification. Except as otherwise provided in (a) Whenever a Claim shall arise for indemnification under Section 12.39.02 (other than under Section 9.02(b)(iv)), promptly after receipt by a party the Person entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”"INDEMNIFIED PARTY") shall promptly notify the Party from which indemnification is sought (the "INDEMNIFYING PARTY") of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch Claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis of such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoClaim; provided, however, that in the event of a Claim for indemnification resulting from or in connection with a Claim by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than 10 Business Days prior to the time any response to the third party Claim is required, if possible, and in any event within 15 Business Days following receipt of notice thereof (provided, that failure of to notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder any liability it may have to the Indemnified Party, except to the extent that the Indemnitor is Indemnifying Party has been actually and materially prejudiced therebyby such failure). If Following receipt of notice of any Proceeding is commenced against any Indemnitee such third party Claim, and unless counsel to the Indemnified Party shall have reasonably determined in good faith that the assumption of such defense by the Indemnifying Party would be inappropriate due to a Third Partyconflict of interest, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any Proceeding if (a) the Indemnitee shall have one such claim or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expenseproceeding, and the Indemnitor Indemnifying Party shall not settle such Proceeding unless be liable to the settlement shall include Indemnified Party for any fees of other counsel or any other expenses (except as an unconditional term thereof expressly provided to the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability contrary herein) with respect to the matters defense of such Claim, other than reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party shall have the option of joining the defense of such Claim (which shall be at the sole cost and expense of the Indemnified Party) with counsel not reasonably objected to by the Indemnifying Party and counsel for each party shall, to the extent consistent with such counsel's professional responsibilities, cooperate with the other party and any counsel designated by that are subject to such Proceedingparty. In effecting the settlement or compromise of, or otherwise consenting to the entry of any judgment with respect to, any such Claim, the Indemnifying Party, or the Indemnified Party, as the case may be, shall have been approved by act in good faith, shall consult with the Indemniteeother party and shall enter into only such settlement or compromise or consent to the entry of any judgment as the other party shall consent, such approval consent not to be unreasonably withheld, conditioned or delayed. An Indemnifying Party shall not be liable for any settlement, compromise or judgment not made in accordance with the preceding sentence.

Procedures for Indemnification. Except as otherwise provided in Section 12.3(a) Whenever a claim shall arise for indemnification under this Article XI, promptly after receipt by a the party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify the party from which indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within five Business Days following receipt of notice thereof; provided, further, that no delay or failure to give such notice by the Indemnified Party to the Indemnifying Party shall adversely affect any of the Indemnitee to keep other rights or remedies which the Indemnitor reasonably informed as provided herein shall not Indemnified Party has under this Agreement, or alter or relieve the Indemnitor Indemnifying Party of its obligations hereunder obligation to indemnify the Indemnified Party, except to the extent that such delay or failure has materially prejudiced the Indemnitor Indemnifying Party. In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may (subject to Section 1.8 and except with respect to the ARC Product Issue, in respect of which Sections 11.6(c), (d), and (e) shall apply) at its sole cost and expense, assume the defense thereof by written notice within 30 calendar days, using counsel that is prejudiced therebyreasonably satisfactory to the Indemnified Party. If an Indemnifying Party assumes the defense of any Proceeding is commenced against any Indemnitee by a Third Partysuch claim or Legal Proceeding, the Indemnitor Indemnifying Party shall be entitled to participate take all steps necessary in such Proceeding and assume the defense thereof at including the Indemnitor’s sole expensesettlement of any case that involves solely monetary damages without the consent of the Indemnified Party; provided, however, that the Indemnitor shall not have Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right to assume of control thereof. The Indemnifying Party, if it has assumed the defense of any claim or Legal Proceeding if by a third party as provided herein, shall not consent to, or enter into, any compromise or settlement of (awhich settlement (i) commits the Indemnitee shall have one Indemnified Party to take, or more legal or equitable defenses available to it which are different from or in addition forbear to those available to the Indemnitortake, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; action or (cii) the Indemnitor shall does not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of provide for a full and unconditional complete written release by such third party of the IndemniteeIndemnified Party), from all Liability with respect or consent to the matters entry of any judgment that are subject does not relate solely to monetary damages arising from, any such Proceedingclaim or Legal Proceeding by a third party without the Indemnified Party’s prior written consent, or otherwise which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article XI, including, but not limited to, by providing (except with respect to the ARC Product Issue, in respect of which Sections 11.6(c), (d), and (e) shall apply) the other party with reasonable access to employees and officers (including as witnesses) and other information. So long as the Indemnifying Party is in good faith defending such claim or Legal Proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any such claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or Legal Proceeding in such manner as it may deem appropriate, including settling such claim or Legal Proceeding (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 11.3.

Procedures for Indemnification. Except as otherwise provided (a) If any of the Parent Indemnified Parties seek indemnification under this Article VIII, Parent shall give notice ("Claim Notice") to the Shareholder Representative of the basis of the claim (the "Claim") (i) within a reasonable time after discovery of the facts and (ii) in any event, within the time periods set forth in Section 12.38.1, promptly after receipt by a party entitled provided that the failure to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written give such notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor Company Shareholders of its obligations any liability hereunder except to the extent that the Indemnitor is Company Shareholders are materially adversely prejudiced therebyby such failure. The Shareholder Representative shall give notice to Parent within fifteen (15) business days after receipt of the notice requested by this Section 8.3 advising whether he (i) acknowledges the Company Shareholders' obligation to indemnify the Parent Indemnified Parties or (ii) disputes the obligation to indemnify the Parent Indemnified Parties. If the Shareholder Representative acknowledges the Company Shareholders' indemnification obligation with respect to the Claim, and such Claim is based upon an asserted liability or obligation to a person or entity that is not a party to this Agreement (a "Third Party Claim"), Parent shall control and conduct the defense of any Proceeding such Third Party Claim, including settlement. The Shareholder Representative shall be entitled (on behalf of the Company Shareholders), at its expense, to participate in, but not to determine or conduct the defense of any such Claim. Notwithstanding anything to the contrary set forth herein, except with the consent of the Shareholder Representative (which consent shall not be unreasonably withheld or delayed), no settlement of any such Third-Party Claim shall alone be determinative of the amount of Damages for which the Parent Indemnified Parties are entitled to indemnification with respect to such Claim. If such Claim is commenced against any Indemnitee by not a Third PartyParty Claim, the Indemnitor Parent shall be entitled to participate in immediate satisfaction of such Proceeding and assume Claim. If the defense thereof at the Indemnitor’s sole expense; provided, however, Shareholder Representative does not notify Parent within fifteen (15) business days following receipt of notice of a Claim that is not a Third Party Claim that the Indemnitor Company Shareholders disputes such Claim, such Claim shall not have be deemed a liability of the right to assume Company Shareholders and the defense Company Shareholders shall pay the amount of the Claim on demand by Parent, or in the case of any Proceeding if (a) notice in which the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests amount of the Indemnitee because Claim is estimated, on such interests would be in conflict with those later date when the amount of the Indemnitor; (b) such Proceeding Claim is reasonably likely to have a material adverse effect on any other matter beyond finally determined. If the scope or limits of Shareholder Representative disputes the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding Claim in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceedingmanner as set forth herein, the Indemnitee Shareholder Representative and Parent shall be entitled proceed in good faith to participate in any Proceeding at its expensenegotiate a resolution of the dispute, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or, if necessary, to final judgment or the plaintiff order of a full and unconditional release court of competent jurisdiction determining the amount of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, Damages or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedany other means elected by Parent.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by a (a) The party entitled to who is seeking indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeClaimant”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee or parties from whom indemnification is sought (the “Indemnitor”)) and any other party to this Agreement promptly after the Claimant learns of the claim or proceeding, which notice shall provide reasonable detail and thereafter shall keep specificity as to the Indemnitor reasonably informed with respect theretoclaim or proceeding and the amount of damages sought in such claim or proceeding; provided, howeverthat, that the failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notice shall not relieve the Indemnitor or Indemnitors of its or their obligations hereunder except to the extent it is or they are actually damaged thereby. With respect to any third-party claim or proceeding as to which the Claimant is entitled to indemnification, the Indemnitor or Indemnitors shall have the right to elect in writing to defend such claim or proceeding, to select and employ counsel of its or their own choosing to defend against any such claim or proceeding, to assume control of the defense of such claim or proceeding, and to compromise, settle or otherwise dispose of the same, if the Indemnitor or Indemnitors deem it advisable to do so, all at the expense of the Indemnitor or Indemnitors. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. The Claimant may elect to participate in the defense of any such third party claim, and may, at its sole expense, retain separate counsel in connection therewith. Notwithstanding the foregoing, if, within fifteen (15) days of receiving written notice of a claim or proceeding from the Claimant, the Indemnitor or Indemnitors elect in writing not to contest such claim or proceeding or fail to make any election, the Claimant will (upon notice to the Indemnitor or Indemnitors) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk, and at the expense of, the Indemnitor or Indemnitors; provided, that, (i) the Claimant shall not settle or compromise any third party claim without the prior written consent of the Indemnitor or Indemnitors and (ii) in the event that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Partyor Indemnitors elect to defend such claim or proceeding in accordance with this Section 7.4(a), the Indemnitor or Indemnitors shall not settle or compromise any third party claim without the prior written consent of the Claimant, in each case of (i) and (ii) which consent shall not be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseunreasonably withheld or delayed; provided, however, that the Indemnitor shall not have or Indemnitors may settle a third party claim without the right to assume prior written consent of the defense of any Proceeding Claimant if (ax) the Indemnitee shall have one or more legal or equitable defenses available Claimant is not required to it which are different from or in addition to those available to the Indemnitormake any payment, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (cy) the Indemnitor shall not have assumed party or parties making the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of third party claim execute a full and unconditional release of the Indemnitee, from all Liability with respect Claimant and (z) there is not in effect any injunction related to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedthird party claim.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 9.1 (Indemnification by Seller) or 14.2 9.2 (Indemnification by Purchaser) or any other provision of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 9.1 (Indemnification by Seller) or 14.2 9.2 (Indemnification by Purchaser) or in any other applicable provision of this Agreement, the Indemnitee shall will give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall will keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall will not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is will be commenced against any Indemnitee by a Third Partythird party, the Indemnitor shall will be entitled to participate in such Proceeding and assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall will be responsible for all resulting Damages; provided, further, however, that the Indemnitor will not have the right to assume the defense of any Proceeding if (ai) the Indemnitee shall will have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would could be in conflict with those of the Indemnitor; (bii) such Proceeding litigation is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (ciii) the Indemnitor shall will not have assumed the defense of the Proceeding litigation in a timely fashion (but in any event within thirty (30) days [***] of notice of such Proceeding); or (iv) such Proceeding involves a Governmental Authority or any allegation of any criminal violation. If the Indemnitor, shall Indemnitor will assume the defense of any Proceeding, the Indemnitee shall will be entitled to participate in any Proceeding at its expense, and the Indemnitor shall will not settle such Proceeding unless the settlement shall will include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, Indemnitee from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall will have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned withheld or delayed.

Procedures for Indemnification. Except Whenever a claim shall arise for indemnification under Section 11.1 above, with the exception of claims for litigation expenses in respect of a litigation as otherwise to which a notice of claim, as provided below in this Section 12.311.2, promptly after receipt by a has previously been given, which expenses shall be funded on an ongoing basis, the party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”"Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than 10 business days prior to the time any response to the asserted claim is required, if possible, and in any event within 5 business days following receipt of notice thereof. Notwithstanding anything in the preceding sentence to the contrary, the failure of any Indemnified Party to so notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor of its obligations hereunder except Indemnifying Party from any liability for indemnification it may have if and to the extent that the Indemnitor is Indemnifying Party shall not have been prejudiced therebyby such omission. If In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding is commenced against any Indemnitee by a Third Partythird party, the Indemnitor shall be entitled to participate in such Proceeding Indemnifying Party may, at its sole cost and expense, assume the defense thereof at the Indemnitor’s sole expensethereof; provided, however, that the Indemnitor Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Losses attributable to such claim or Legal Proceeding; and, provided, further, that Seller shall not be entitled to assume the defense of any claim or Legal Proceeding against Buyer for Taxes with respect to a period ending after the Closing Date. If an Indemnifying Party assumes the defense of any such claim or Legal Proceeding, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the defense thereof; provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (and if the Indemnified Party shall withhold its consent to any monetary settlement proposed by the Indemnifying Party and which the other party to the action has indicated it is prepared to accept, the Indemnified Party shall in no event be deemed for purposes of this Agreement, to have suffered Losses in connection with such claim or proceeding in excess of the proposed amount of such settlement); provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. So long as the Indemnifying Party is in good faith defending such claim or Legal Proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not assume the defense of any such claim or Legal Proceeding in accordance with the terms hereof, the Indemnified Party may defend (and, in the case of any claim or Legal Proceeding against Buyer for Taxes with respect to a period ending after the Closing Date, shall defend) against such claim or Legal Proceeding in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld) on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 11.2; provided, however, that if the Indemnified Party does not obtain the prior written consent of the Indemnifying Party to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the claim settled. Notwithstanding anything in this Section 11.2 to the contrary, if, in any claim or Legal Proceeding with respect to which the Indemnified Party has given the notice required under this Section 11.2, (i) the Indemnifying Party shall not have promptly employed counsel reasonably satisfactory to the Indemnified Party or (ii) such Indemnified Party shall have reasonably concluded, based upon the opinion of its outside legal counsel, that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then in either event (x) the Indemnified Party may participate in any such proceeding with the counsel of its choice, the expense for which shall be borne by the Indemnifying Party (but in no event shall the Indemnifying Party be required to pay the fees and expenses of more than one counsel employed by the Indemnified Party with respect to such claim or proceeding) and (y) the Indemnifying Party shall not have the right to assume direct the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests such action on behalf of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedIndemnified Party.

Procedures for Indemnification. Except (a) THIRD PARTY CLAIMS. If a claim or demand is made against a Media Information Indemnitee or a New Ceridian Indemnitee (each, an "Indemnitee") by any person who is not a party to this Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the "Indemnifying Party") in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood, subject to the proviso of the preceding sentence, that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitor Indemnitee shall not have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. The parties hereto acknowledge that the Media Information Liabilities include the litigation identified on Schedule 1.1(ll) hereto and any additional Actions brought in connection therewith (the "Media Information Litigation") and the New Ceridian Liabilities include the litigation identified on Schedule 1.1(ll)A hereto and any additional Actions brought in connection therewith (the "New Ceridian Litigation"). Notwithstanding anything in this Agreement to the contrary: (a) any claims or demands in connection with the Indemnitee Media Information Litigation or the New Ceridian Litigation shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion not be deemed Third Party Claims for purposes of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitorthis Agreement; (b) the Corporation, with respect to the Media Information Litigation, and New Ceridian with respect to the New Ceridian Litigation, shall have the exclusive right to (i) control the defense of such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope litigation, and (ii) settle, compromise or limits of the indemnification obligation of the Indemnitordischarge such litigation; or and (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability Corporation with respect to the matters that are subject New Ceridian Litigation, and New Ceridian with respect to such Proceedingthe Media Information Litigation, or otherwise shall have been approved no right to participate in such litigation. In addition, the Corporation with respect to the New Ceridian Litigation, and New Ceridian with respect to the Media Information Litigation, shall: (a) provide litigation services pursuant to the terms of Section 2.9; and (b) to the extent reasonably requested by the IndemniteeCorporation or New Ceridian, as the case may be, sign such approval not documents as may be reasonably necessary to be unreasonably withheldeffect or assist in the pursuit, conditioned defense, settlement, compromise or delayeddischarge of such litigation.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled to indemnification under Sections 14.1 Section 10.01 or 14.2 or any other provision 10.02 of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with action for which indemnification may be available under Section 10.01 or 10.02, such indemnified party shall, if a claim in respect thereof is to any matter referred be made against an indemnifying party under such action, give notice to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light indemnifying party of the circumstances then known commencement thereof, but the failure to do so to notify the Indemnitee to the indemnifying party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor it of its obligations hereunder any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the Indemnitor defense of such action is prejudiced thereby. If In case any Proceeding is commenced such action shall be brought against any Indemnitee by a Third Partyan indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the Indemnitor indemnifying party shall be entitled to participate in such Proceeding and therein and, to the extent that it shall elect, to assume the defense thereof at with counsel reasonably satisfactory to such indemnified party and, after notice from the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any Proceeding other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel, if (a) the Indemnitee shall have indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more legal or equitable defenses available to it which are different from or in addition to those and not available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed indemnifying party. If an indemnifying party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by the Proceeding in a timely fashion indemnifying party without the indemnified party's consent (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor which shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.be

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by If a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement Section 11 (the an “Indemnitee”) asserts that a party obligated to indemnify it under this Section 11 (an “Indemnitor”) has become obligated to such Indemnitee pursuant to Section 11.2 or Section 11.3, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of written notice of which the assertion or the commencement of any Proceeding with respect Indemnitor may become obligated to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementan Indemnitee hereunder, the such Indemnitee shall give written notice describing thereof to the Indemnitor describing, in reasonable detail, the nature of the claim and indicating the amount (estimated, if necessary) of any Losses that have been or may be sustained by such Indemnitee. The Indemnitor shall have the right, but not the obligation, to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or Proceeding in reasonable detail in light of proceeding at its sole cost and expense. If the circumstances then known Indemnitor so elects to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding, the Indemnitee shall (i) make available to the Indemnitee to the party obligated to indemnify Indemnitee Indemnitor all relevant books and records in its possession, (the “Indemnitor”), ii) cooperate with and thereafter shall keep assist the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that reasonably possible and (iii) not compromise or settle any such suit, action investigation, claim or proceeding. The Indemnitee shall have the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Partyright, but not the Indemnitor shall be entitled obligation, to participate at its own expense in such Proceeding and assume the defense thereof at by counsel of the IndemnitorIndemnitee’s sole expense; provided, however, that choice. If the Indemnitor fails to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnitee shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, do so and the Indemnitee shall be entitled to participate in any Proceeding at its expense, and recover the entire cost thereof from the Indemnitor (to the extent constituting indemnifiable Losses under this Section 11 and subject to the provisions of this Section 11), including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding and that constitute indemnifiable Losses under this Section 11, provided that the Indemnitee shall not compromise or settle any such Proceeding unless suit, action, investigation, claim or proceeding without the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release prior written consent of the IndemniteeIndemnitor, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise which consent shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except (a) If an Indemnified Party shall claim to have suffered Damages for which indemnification is available under Section 5.1(a) or 5.1(b), as otherwise provided the case may be, the Indemnified Party shall notify the Indemnifying Party in Section 12.3writing of such claim as promptly as practicable, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of which written notice shall describe the nature of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim, the Indemnitee shall facts and circumstances that give written notice describing rise to such claim and the amount of such claim if reasonably ascertainable at the time such claim is made (or Proceeding in reasonable detail in light if not then reasonably ascertainable, the maximum amount of such claim reasonably estimated by the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”Indemnified Party), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that the failure of by the Indemnitee Indemnified Party to keep so notify the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of its obligations any liability to the Indemnified Party hereunder except to the extent that the Indemnitor Indemnifying Party demonstrates that the Indemnifying Party is prejudiced therebyby the Indemnified Party’s failure to give such notice. If any Proceeding is commenced against any Indemnitee In the case of a claim by a Third Buyer Indemnitee, such written notice shall be provided by the Indemnified Party to the Shareholders’ Representative, with a copy provided to the Stock Escrow Agent. In the event that within sixty (60) days after the receipt by the Indemnifying Party of such a written notice from the Indemnified Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor Indemnified Party shall not have received from the right Indemnifying Party a written objection to assume such claim, such claim shall be conclusively presumed and considered to have been assented to and approved by the defense of any Proceeding if Indemnifying Party following receipt by the Indemnifying Party (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion case of outside counsel to the a claim by a Buyer Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (bEscrow Agent) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of written notice from the Indemnitee, from all Liability with respect to the matters that are subject Indemnified Party to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedeffect.

Procedures for Indemnification. Except (a) If a claim or demand is made by a Third Party against a Spinco Indemnitee or a MSG Networks Indemnitee (each, an “ Indemnitee ”) (a “ Third-Party Claim ”) as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the “ Indemnifying Party ”) in Section 12.3writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event by the date (the “ Outside Notice Date ”) that is the 15th Business Day) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird-Party Claim; providedprovided , however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date the Indemnitee gives the required notice). 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. Notice under this Section 3.3 shall be provided in accordance with Section 5.6. For the avoidance of doubt, knowledge of a Third-Party Claim by a Person who is prejudiced therebyan officer or director of both MSG Networks and Spinco shall not constitute notice for purposes of this Section 3.3. If any Proceeding a Third-Party Claim is commenced made against any Indemnitee by a Third Partyan Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof at with counsel selected by the Indemnitor’s sole expenseIndemnifying Party; providedprovided , however, that such counsel is not reasonably objected to by the Indemnitor Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided , however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Proceeding if (a) Third-Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility under this Section 3.3 for a Third-Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party’s prior written consent; provided , however, that the Indemnitee shall have one the right to settle, compromise or more legal discharge such Third-Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or equitable defenses available discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third-Party Claim, the Indemnitee will agree to it which are different from any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in addition to those available to connection with such Third-Party Claim and releases the Indemnitor, and, Indemnitee completely in the reasonable opinion of outside counsel to connection with such Third-Party Claim and that would not otherwise adversely affect the Indemnitee, counsel for the Indemnitor could . If an Indemnifying Party elects not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim. Notwithstanding the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If foregoing, the Indemnitor, Indemnifying Party shall not be entitled to assume the defense of any ProceedingThird-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnitee Indemnifying Party shall be entitled to participate in any Proceeding at its expense, and assume the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release defense of the Indemnitee, from all Liability with respect portion relating to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmoney damages.

Procedures for Indemnification. Except If a claim or demand is made against any person who is entitled to indemnification hereunder (an "Indemnitee") by any person who is not a party, or an Affiliate of a party, to this Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party obligated hereunder to indemnify such Indemnitee (the "Indemnifying Party") in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). There after, the Indemnitee shall deliver to the Indemnifying Party, promptly 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 any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indem xxxxx, the Indemnitor Indemnifying Party shall be entitled to participate partici xxxx in such Proceeding 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 Indemni tee. Should the Indemnifying Party 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; provided that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnitee for the same counsel to represent both the Indemnitee and the Indemnifying Party, then the Indemnitee shall be entitled to retain its own counsel, at the Indemnitor’s sole expense of the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, how ever, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases in writing the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settle ment, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that all of the Indemnitor Indemnitees that are subject to the Third Party Claims that are to be settled, compromised or discharged may unanimously refuse to agree to any such settlement, compromise or dis charge if each Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not have exceed the right amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding if Third Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or more legal 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 equitable defenses available to it which are different from relief or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third Party Claim can be in conflict with those of so separated from that for money damages, the Indemnitor; (b) such Proceeding is reasonably likely Indemnifying Party shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled portion relating to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmoney damages.

Procedures for Indemnification. Except If any action, suit or proceeding ------------------------------ shall be commenced against, or any claim or demand be asserted against, Seller or Buyer, as otherwise provided the case may be, in Section 12.3, promptly after receipt by a party respect of which Seller or Buyer is entitled to demand indemnification under Sections 14.1 or 14.2 or any this Section 11, then as a condition precedent thereto, the party seeking indemnification ("Indemnitee") shall promptly notify the other provision of this Agreement party ("Indemnitor") in writing to that effect, and with reasonable particularity and with reference to the “Indemnitee”applicable provision(s) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the The Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense entire control of any Proceeding if (a) the Indemnitee shall have one defense, compromise or more legal settlement of such action, suit, proceeding or equitable defenses available to it which are different from or in addition to those available claim and including the selection of counsel, subject to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests right of the Indemnitee because such interests would be to participate (at its expense and with counsel of its choice) in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope defense, compromise or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice settlement of such Proceeding). If the Indemnitoraction, shall assume the defense of any Proceedingsuit, proceeding, claim or demand, and in connection therewith, the Indemnitee shall be entitled to participate cooperate fully at Indemnitor's expense in all respects with the Indemnitor in any Proceeding at its expensesuch defense, and compromise or settlement. The Indemnitor will not compromise or settle any such action, suit, proceeding, claim or demand without the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release prior written consent of the Indemnitee, from all Liability with respect to which consent will not be unreasonably withheld or delayed. So long as the matters that are subject to Indemnitor is defending in good faith any such Proceedingaction, suit, proceeding, claim or otherwise shall have been approved demand asserted by a third party against the Indemnitee, the Indemnitee shall not settle or compromise such approval action, suit, proceeding, claim or demand without the prior written consent of the Indemnitor, which consent will not to be unreasonably withheld, conditioned withheld or delayed. The Indemnitee shall make available to the Indemnitor or its agents all records and other materials in the Indemnitee's possession reasonably required for contesting any third party claim or demand. If the Indemnitor shall fail to promptly and adequately defend any such action, suit, proceeding, claim or demand, then the Indemnitee may defend, through counsel of its own choosing, such action, suit, proceeding, claim or demand and (so long as Indemnitee gives the Indemnitor at least ten (10) days' notice of the terms of the proposed settlement thereof and permits the Indemnitor to then undertake the defense thereof if Indemnitor objects to the proposed settlement) to settle such action, suit, proceeding, claim or demand and to recover from the Indemnitor the amount of such Losses.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by (a) If a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement Section 8 (the “an "Indemnitee”") of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the asserts that a party obligated to indemnify it under this Section 8 (an "Indemnitor") has become obligated to such Indemnitee (the “Indemnitor”)pursuant to Section 8.2 or 8.3, and thereafter shall keep or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnitor reasonably informed with respect thereto; providedmay become obligated to an Indemnitee hereunder, however, that failure of the such Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except give prompt written notice thereof to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the failure of the Indemnitee to give prompt notice to the Indemnitor shall not release the Indemnitor of its indemnification obligations hereunder, except to the extent the Indemnitor shall have been prejudiced by such lack of timely and adequate notice. The Indemnitor shall have the right, but not the obligation, to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense. If the Indemnitor so elects to defend, contest or otherwise protect the Indemnitee, the Indemnitee shall (i) make available to the Indemnitor all relevant books and records in its possession and (ii) cooperate and assist the Indemnitor to the extent reasonably possible. The Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnitee's choice. If the Indemnitor fails to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnitee shall have the right to assume do so, including, without limitation, the defense of right to make any Proceeding if (a) the Indemnitee shall have one compromise or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitorsettlement thereof, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, and the Indemnitee shall be entitled to participate in any Proceeding at its expenserecover the entire cost thereof from the Indemnitor, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the Indemnitor result of such suit, action, investigation, claim or proceeding; provided that the Indemnitee shall not compromise or settle any such Proceeding unless suit, action, investigation, claim or proceeding without the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release prior written consent of the IndemniteeIndemnitor, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise which consent shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except Promptly after an Indemnitee has knowledge of any Claim as otherwise provided in Section 12.3, to which such Indemnitee reasonably believes indemnity may be sought or promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written such Indemnitee receives notice of the assertion or the commencement of any Proceeding with action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to any matter referred be made against the Company under this Section 8, deliver to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give Company a written notice describing of such claim or Proceeding in reasonable detail in light Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretodefense thereof ; provided, however, that failure an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for such Indemnitee. In the case of an Indemnitee, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Securities to which the Claim relates. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Claim. The Company shall keep the Indemnitor reasonably informed Indemnitee fully apprised at all times as provided herein to the status of the defense or any settlement negotiations with respect thereto. The Company shall not relieve the Indemnitor be liable for any settlement of any Claim effected without its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseprior written consent; provided, however, that the Indemnitor Company shall not have unreasonably withhold, delay or condition its consent. The Company shall not, without the right to assume the defense prior written consent of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement or other compromise which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnitee of a full and unconditional release of the Indemnitee, from all Liability with liability in respect to such Claim, action and proceeding. The failure to deliver written notice to the matters Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitee under this Section 8, except to the extent that are subject the Company is materially prejudiced in its ability to defend such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedaction.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled pursuant to indemnification under the provisions of Sections 14.1 (b) or 14.2 or any other provision (c) of this Agreement (the “Indemnitee”) Section 15 of written notice of the assertion or a Claim, such indemnified party shall promptly notify such indemnifying party of the commencement thereof; but the omission to so notify such indemnifying party will not relieve it from any liability which it may have to the indemnified party otherwise than hereunder unless the indemnified party is materially prejudiced thereby. In case such action is brought against an indemnified party and it notifies the indemnifying party of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementthe commencement thereof, the Indemnitee indemnifying party shall give written notice describing such claim or Proceeding in reasonable detail in light of have the circumstances then known right to participate in, and, to the Indemnitee extent that it may wish, to assume the party obligated defense thereof, with counsel reasonably satisfactory to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretosuch indemnified party; provided, however, that failure of if the Indemnitee to keep defendants in any action include both the Indemnitor reasonably informed as provided herein shall not relieve indemnified party and the Indemnitor of its obligations hereunder except to indemnifying party and the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee indemnified party shall have one or more reasonably concluded that there may be legal or equitable defenses available to it which are different from or in addition additional to those available to the Indemnitorindemnifying party, and, in the reasonable opinion or if there is a conflict of outside counsel to the Indemnitee, interest which would prevent counsel for the Indemnitor could indemnifying party from also representing the indemnified party, the EXHIBIT 2.1 indemnified party shall have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not adequately represent be liable to the interests indemnified party pursuant to the provisions of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (bSections 15(b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) for any legal or other expense subsequently incurred by such indemnified party in connection with the Indemnitor defense thereof other than reasonable costs of investigation, unless (1) the indemnified party shall have promptly employed counsel in accordance with the proviso of the preceding sentence, (2) the indemnifying party shall not have assumed employed counsel reasonably satisfactory to the defense indemnified party to represent the indemnified party within a reasonable time after the notice of the Proceeding commencement of the action, or (3) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party, in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceedingsuch claim or litigation, shall, except with the Indemnitee shall consent of each indemnified party (such consent not to be entitled unreasonably withheld), consent to participate in entry of any Proceeding at its expense, and the Indemnitor shall judgment or enter into any settlement which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with liability in respect to the matters that are subject to such Proceeding, claim or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedlitigation.

Procedures for Indemnification. Except If any action, suit or proceeding ------------------------------ shall be commenced against, or any claim or demand be asserted against, Seller or Buyer, as otherwise provided the case may be, in Section 12.3, promptly after receipt by a party respect of which Seller or Buyer is entitled to demand indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision Section 10 of this Agreement, then as a condition precedent thereto, the Indemnitee party seeking indemnification ("Indemnitee") shall give written notice describing such claim or Proceeding promptly notify the other party ("Indemnitor") in writing to that effect, and with reasonable detail in light of the circumstances then known particularity and with reference to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure applicable provision(s) of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced therebythis Agreement. If any Proceeding is commenced against any Indemnitee by a Third Party, the The Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense entire control of any Proceeding if (a) the Indemnitee shall have one defense, compromise or more legal settlement of such action, suit, proceeding or equitable defenses available to it which are different from or in addition to those available claim and including the selection of counsel, subject to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests right of the Indemnitee because such interests would be to participate (at its expense and with counsel of its choice) in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope defense, compromise or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice settlement of such Proceeding). If the Indemnitoraction, shall assume the defense of any Proceedingsuit, proceeding, claim or demand, and in connection therewith, the Indemnitee shall be entitled to participate cooperate fully in all respects with the Indemnitor in any Proceeding at its expensesuch defense, and compromise or settlement. The Indemnitor will not compromise or settle any such action, suit, proceeding, claim or demand without the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release prior written consent of the Indemnitee, from all Liability with respect to which consent will not be unreasonably withheld or delayed. So long as the matters that are subject to Indemnitor is defending in good faith any such Proceedingaction, suit, proceeding, claim or otherwise shall have been approved demand asserted by a third party against the Indemnitee, the Indemnitee shall not settle or compromise such approval action, suit, proceeding, claim or demand without the prior written consent of the Indemnitor, which consent will not to be unreasonably withheld, conditioned withheld or delayed. The Indemnitee shall make available to the Indemnitor or its agents all records and other materials in the Indemnitee's possession reasonably required for contesting any third party claim or demand. If the Indemnitor shall fail to promptly and adequately defend any such action, suit, proceeding, claim or demand, then the Indemnitee may defend, through counsel of its own choosing, such action, suit, proceeding, claim or demand and (so long as Indemnitee gives the Indemnitor at least ten (10) days' notice of the terms of the proposed settlement thereof and permits the Indemnitor to then undertake the defense thereof if Indemnitor objects to the proposed settlement) to settle such action, suit, proceeding, claim or demand and to recover from the Indemnitor the amount of such Losses.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled to indemnification under Sections 14.1 or 14.2 or any other provision this Section 7 of this Agreement (the “Indemnitee”) of written notice of the assertion or any claim, the commencement of any Proceeding with respect to action, or the discovery of any matter referred to in Sections 14.1 facts or 14.2 circumstances which could reasonably result in, if not attended to, a claim or in commencement of any other applicable provision of this Agreementaction, the Indemnitee shall give written notice describing such indemnified party shall, if a claim in respect thereof is to be or Proceeding may be made against the indemnifying party under this Section 7, notify the indemnifying party in reasonable detail in light writing of the circumstances then known claim, the commencement of that action or state of facts or circumstances; provided that the failure to notify the Indemnitee to the indemnifying party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve it from any liability which it may have to the Indemnitor of its obligations hereunder indemnified party except to the extent that such failure to notify shall materially prejudice the Indemnitor is prejudiced therebyindemnifying party. If any Proceeding is commenced such claim shall be brought against an indemnified party, it shall notify the indemnifying party thereof and the indemnifying party shall be entitled, subject to the provisions hereinafter set forth, to control the indemnified party's defense, settlement or other disposition of any Indemnitee by such claim with counsel reasonably satisfactory to the indemnified party so long as the indemnifying party acknowledges their indemnity obligation in writing to such indemnified party. With respect to any such claim relating solely to the payment of money damages and no public admission of guilt or liability and which will not result in the indemnified party's becoming subject to injunctive or other relief or otherwise adversely affect the business of the indemnified party in any manner (it being understood that a Third Partyconfidential settlement involving solely the payment of monetary damages will not be deemed to "adversely" affect the business), and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder subject to the Deductible (as defined in Section 7.4(b)), the Indemnitor indemnifying party shall be entitled have the sole right to participate defend, settle or otherwise dispose of such claim, on such terms as the indemnifying party, in such Proceeding and assume the defense thereof at the Indemnitor’s its sole expensediscretion, shall deem appropriate; provided, however, that the Indemnitor indemnifying party shall obtain the written consent of the indemnified party, which shall not have be unreasonably withheld, prior to ceasing to defend, settling or otherwise disposing of any such claim if as a result thereof the right indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be adversely affected in any manner. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 7 for any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation. The parties each agree to it which are different from or in addition to those available render to the Indemnitor, and, other parties such assistance as may reasonably be requested in order to insure the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the proper and adequate defense of any Proceedingsuch claim or proceeding. Sellers agree that in connection with any defense of a claim relating to the Business that they shall not agree to any settlement that could reasonably be expected to adversely affect the Business without the prior written consent of Buyer which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Buyer shall have the Indemnitee right to appoint counsel at Buyer's expense to represent Buyer's interests and to serve as co-counsel of record in any claim pending against Sellers or that is asserted against Sellers and arises from acts that occurred prior to the Closing Date; provided that in such instance Buyer and counsel for Buyer shall not be entitled to participate prevent Sellers' counsel from taking any actions that are otherwise permitted under this Agreement. Legal counsel for Sellers and Buyer shall consult in advance on the terms and placement of any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless retraction that Sellers propose in connection with the settlement shall include as an unconditional term thereof of any pending or threatened litigation or request for correction ("Retraction"). In the giving by the claimant event that Buyer withholds consent to Sellers' timely request that Buyer publish a Retraction that is consistent with Sellers' or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability Buyer's past practices (including with respect to the matters terms, location and frequency with which such Retractions have been published), Buyer shall be responsible for the incremental cost, if any, to Seller of the refusal to publish such Retraction. For this purpose, the incremental cost to Seller shall be defined to mean (i) the cost of any damage award that are subject would have been barred by statute if the Retraction had been published (the "Barred Award") that is not covered by insurance proceeds or, (ii) in the event that the total cost of the case exceeds the applicable insurance deductible, the total cost of the case (including legal fees) not covered by insurance proceeds multiplied by a fraction, the numerator of which is the Barred Award, if any, and the denominator of which is the total cost of the case (including legal fees). With respect to such cases, Buyer and Sellers shall cooperate in good faith to dispose of such cases on a mutually satisfactory basis; provided that Buyer may require the settlement of any particular case if Buyer agrees to pay 50% of the cost of such settlement (the "Mandatory Settlement") in addition to Buyer's obligation to indemnify Sellers, if any, in respect of Sellers' portion of any Mandatory Settlement in accordance with the provisions of Section 7.2(iii). Notwithstanding the foregoing, no indemnity payment shall be due from Sellers to Buyer for any Taxes pursuant to Section 7.1 (an "Indemnifiable Tax") if Sellers contest such Indemnifiable Tax pursuant to Section 6.2 in a Tax Proceeding and, as a result of such Tax Proceeding, GCC's or otherwise Buyer's obligation to pay such Indemnifiable Tax is stayed pending the outcome of such Tax Proceeding. The Sellers shall have been approved by be obligated to pay such Indemnifiable Tax pursuant to Section 7.1 upon the Indemnitee, such approval not earlier of the resolution of the Tax Proceeding or the termination of the stay. Nothing contained in this Section 7.3 shall require a procedure with respect to be unreasonably withheld, conditioned or delayedTax-related indemnification contrary to the procedures set forth in Section 6.2.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement hereunder (the “"Indemnitee”") of written notice of the assertion or the commencement of any Proceeding by a third-party with respect to any matter referred to in Sections 14.1 9.2 or 14.2 or in any other applicable provision of this Agreement9.3, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee thereof to the party obligated to indemnify Indemnitee (the “"Indemnitor”"), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep give the Indemnitor reasonably informed notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If A claim for indemnification (a "Claim") for any matter not involving a third-party Proceeding may be asserted by notice to the party from whom indemnification is commenced against any Indemnitee by a Third Partysought and shall be paid promptly after such notice, unless the Indemnitor in good faith disputes the Claim, in which event such Indemnitor shall so notify the Indemnitee and shall only be entitled obligated to participate in pay the amount of the Damages for which it is liable hereunder within ten (10) days following any final determination of such Proceeding Damages and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor ' s liability therefor. A "final determination" shall not have the right to assume the defense of any Proceeding if exist when (ai) the Indemnitee parties to the dispute have reached an agreement in writing, (ii) a court of competent jurisdiction shall have one entered a final and non-appealable order or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitorjudgment, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (ciii) the Indemnitor an arbitration or like panel shall not have assumed the defense of the Proceeding in rendered a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability final non-appealable determination with respect to disputes the matters that are subject parties have agreed to such Proceedingsubmit thereto. A final determination in favor of Purchaser shall result in the award of interest at the prevailing legal rate from the date of Seller' s receipt of Purchaser' s notice through the date of Seller' s payment to Purchaser. The prevailing party in any dispute arising out of a Claim shall be reimbursed all reasonable costs, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedincluding reasonable attorneys' fees.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled to indemnification under Sections 14.1 Section 10.01 or 14.2 or any other provision 10.02 of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with action for which indemnification may be available under Section 10.01 or 10.02, such indemnified party shall, if a claim in respect thereof is to any matter referred be made against an indemnifying party under such action, give notice to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light indemnifying party of the circumstances then known commencement thereof, but the failure to so notify the Indemnitee to the indemnifying party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor it of its obligations hereunder any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the Indemnitor defense of such action is prejudiced thereby. If In case any Proceeding is commenced such action shall be brought against any Indemnitee by a Third Partyan indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the Indemnitor indemnifying party shall be entitled to participate in such Proceeding and therein and, to the extent that it shall elect, to assume the defense thereof at with counsel reasonably satisfactory to such indemnified party and, after notice from the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any Proceeding other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel, if (a) the Indemnitee shall have indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more legal or equitable defenses available to it which are different from or in addition to those and not available to the Indemnitor, and, in indemnifying party. If an indemnifying party assumes the reasonable opinion defense of outside counsel to such an action (a) no compromise or settlement thereof may be effected by the Indemnitee, counsel for indemnifying party without the Indemnitor could indemnified party's consent (which shall not adequately represent the interests be unreasonably withheld) unless (i) there is no finding or admission of any violation of law or any violation of the Indemnitee because such interests would be in conflict with those rights of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse any person and no effect on any other matter beyond claims that may be made against the scope or limits of the indemnification obligation of the Indemnitor; or indemnified party and (cii) the Indemnitor sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceedingbe unreasonably withheld). If notice is given to an indemnifying party of the Indemnitorcommencement of any action and it does not, shall within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of any Proceedingthereof, the Indemnitee indemnifying party shall be entitled to participate bound by any determination made in such action or any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the compromise or settlement shall include as an unconditional term thereof the giving effected by the claimant indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or the plaintiff its affiliates other than as a result of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemniteemonetary damages, such approval not to be unreasonably withheld, conditioned or delayed.indemnified

Procedures for Indemnification. Except (a) Seller (and after any transfer of its assets to a liquidating trust, the trustee of such trust) will act as otherwise representative (the "Representative") of the Seller and the TradeOut Stockholders and as the attorney-in-fact and agent for and on behalf of each of them with respect to demands for indemnification made under this Section 10. The Representative will take any and all actions and make any decisions required or permitted to be taken by the Representative under this Agreement, including the power to agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, demands for indemnification made pursuant to this Section 10. The Representative will have the authority and power to act on behalf of Seller and each TradeOut Stockholder with respect to the disposition, settlement or other handling of all demands for indemnification and all rights or obligations arising under this Section 10. Seller and each of the TradeOut Stockholders will be bound by all actions taken and documents executed by the Representative in connection with this Section 10, and Buyer will be entitled to rely on any action or decision of the Representative. So long as no Distribution has occurred and Seller has not been dissolved, Seller shall select any substitute or successor Representative upon written notice to Buyer. From and after the earlier of a dissolution of Seller or a Distribution, TradeOut Stockholders holding a majority of the outstanding shares of Seller's capital stock as of the date of this Agreement shall have the power to substitute any TradeOut Stockholder (with such TradeOut Stockholder's consent and upon written notice to Buyer) as a successor Representative hereunder. It shall be the responsibility of Seller and, from and after a Distribution, the TradeOut Stockholders to keep the contact information set forth in Section 11.7(c) current at all times. Buyer may rely absolutely at any time on the information set forth in Section 11.7(c), as such information may be updated from time to time by TradeOut or the TradeOut Stockholders, as the case may be, as provided in Section 12.311.7, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written notice for contact of the assertion or Representative pursuant to the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision terms of this Agreement, and any notice for the Indemnitee Representative sent in reliance on such information shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known be effective, if sent pursuant to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”)terms of this Agreement, and thereafter even if such information shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall no longer be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedcurrent.

Procedures for Indemnification. Except as otherwise provided (i) If any suit, action, proceeding, investigation, claim or demand shall be brought or asserted by any third person (including, without limitation, any Governmental Body) (a “Third Party Claim”) against any Person in respect of which indemnity may be sought pursuant to Section 12.38(a) or Section 8(b), promptly such person (the “Indemnified Person”) shall notify the Person against whom such indemnity may be sought (the “Indemnifying Person”) in writing in reasonable detail of the Third Party Claim within 30 days after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision such Indemnified Person of this Agreement (the “Indemnitee”) of written formal notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch Third Party Claim, the Indemnitee and, thereafter, such Indemnified Person shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known promptly forward to the Indemnitee Indemnifying Person a copy of all notices and documents (including court papers) received by the Indemnified Person pursuant to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseParty Claim; provided, however, that the Indemnitor failure to give such notification within 30 days after such receipt of formal notice and the failure to forward a copy of such notices and documents shall not have affect the right obligations of the Indemnifying Person or the rights of the Indemnified Person except to the extent the Indemnifying Person has actually been prejudiced in a material way as a result of such failure. Upon the receipt by the Indemnifying Person of notice of a Third Party Claim, the Indemnifying Person may elect to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available such Third Party Claim by promptly delivering a notice to the Indemnitor, and, in Indemnified Person of the reasonable opinion assumption of outside such defense and to retain defense counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely Indemnified Person. Any election made by an Indemnifying Person to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of a Third Party Claim shall not be deemed an acknowledgement that such Third Party Claim is subject to indemnification under this Section 8. If the Indemnifying Person so elects to assume the defense of a Third Party Claim, then (i) the Indemnified Person may participate in such defense and employ counsel, at such Indemnified Person’s expense, separate from the reasonably acceptable counsel employed by the Indemnifying Person, but the Indemnifying Person shall control such defense and shall not be liable to such Indemnified Person for the fees and expenses of the separate counsel retained by such Indemnified Person, and (ii) the Indemnified Person and any Proceedingother Indemnified Persons will cooperate with the Indemnifying Person in such defense, including by providing, upon the Indemnitee reasonable request of the Indemnifying Person, books, records, contractual agreements, maintenance histories and all other reasonably necessary items (including the computer systems housing such information) and by making available employees on a mutually convenient basis. The Indemnifying Person shall not be liable for any settlement of any Third Party Claim effected without its prior written consent. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened Third Party Claim in respect of which such Indemnified Person is or could have been a party, or is or could have been subject, and in respect of which indemnity is or could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all Losses related to the subject matter of such pending or threatened Third Party Claim. The Indemnifying Party shall, at any time, be entitled to participate elect to no longer defend a Third Party Claim; provided, that the Indemnifying Person shall reasonably assist in any Proceeding at its expense, transitioning the defense of such Third Party Claim back to the Indemnified Person and that the Indemnitor Indemnifying Person shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff be entitled to make a claim for reimbursement of a full and unconditional release expenses incurred in connection with its assumption of the Indemnitee, from all Liability with respect to the matters that are subject to defense of such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedThird Party Claim.

Procedures for Indemnification. Except as otherwise provided in Section 12.3As used herein, promptly after receipt by an "INDEMNIFIED ------------------------------- PARTY" means a party seeking indemnification pursuant to ARTICLE 10, and the term "INDEMNIFYING PARTY" means the party who is obligated to provide indemnification under ARTICLE 10. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any event, or any claim, action, suit, demand, assessment, investigation, arbitration or other proceeding by or in respect of a third party (a "THIRD-PARTY CLAIM") of which it has knowledge, for which such Indemnifying Party is entitled to indemnification under Sections 14.1 or 14.2 or any other provision this ARTICLE 10. In the case of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementa Third-Party Claim, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not Indemnifying Party will have the right to assume direct, through counsel of its own choosing, the defense or settlement of any such Third-Party Claim at its own expense. In such case the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party with access to the Indemnified Party's records and personnel relating to any such Third-Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or settlement of such Third-Party Claim, and the Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in providing such access, personnel and cooperation. Upon assumption of the defense of any Proceeding if such Third-Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of any claim or demand arising from such Third-Party Claim, unless the Indemnifying Party consents in writing to such payment (awhich consent will not be unreasonably withheld) the Indemnitee shall have one or more legal unless a final judgment from which no appeal may be taken by or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests on behalf of the Indemnitee because Indemnified Party is entered against the Indemnified Party for such interests would liability. No such Third-Party Claim may be in conflict with those settled by the Indemnifying Party without the written consent of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall Indemnified Party, which consent will not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding)be unreasonably withheld. If the IndemnitorIndemnifying Party fails to defend or fails to prosecute or withdraws from such defense, shall assume then the Indemnified Party will have the right to undertake the defense or settlement thereof, at the Indemnifying Party's expense. If the Indemnified Party assumes the defense of any Proceedingsuch Third-Party Claim pursuant to this ARTICLE 10 and proposes to settle such Third-Party Claim prior to a final judgment thereon or to forgo appeal with respect thereto, then the Indemnitee shall be entitled Indemnified Party will give the Indemnifying Party prompt written notice thereof and the Indemnifying Party will have the right to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof or assume or reassume the giving by the claimant or the plaintiff defense of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedThird-Party Claim.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly 1. Promptly after receipt by a any party entitled to indemnification under Sections 14.1 or 14.2 its directors, officers or any other provision employees (for purposes of this Agreement (the Section XV(B), each, and collectively, an “Indemnitee”) of written notice of any Action which may give rise to Losses for which indemnity be sought against the assertion or other party (for purposes of this Section XV(B), the commencement “Indemnitor”) under this Article XV (for purposes of any Proceeding with respect to any matter this Section XV(B), such Action is referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementas an “Assertion”), the Indemnitee shall give written notice describing such claim or Proceeding notify the Indemnitor in reasonable detail in light writing of the circumstances then known Assertion, but the failure to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep so notify the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder any liability it may have to the Indemnitee, except to the extent that the Indemnitor is prejudiced has suffered actual prejudice thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the The Indemnitor shall be entitled to participate in and, to the extent the Indemnitor elects by written notice to the Indemnitee within thirty (30) days after receipt by the Indemnitor of notice of such Proceeding and Assertion, to assume the defense thereof of such Assertion, at its own expense, with counsel chosen by it, which shall be reasonably satisfactory to the Indemnitor’s sole expenseIndemnitee; provided, however, that with respect to any Assertion for which indemnity may be sought pursuant to Section XV(A)(1), the Indemnitor shall not be entitled to assume the defense of such Assertion. Rather, the Indemnitor and Indemnitee shall consult with one another and shall agree as to which party shall manage the defense of such Assertion. The party chosen to defend such Assertion shall take all commercially reasonable steps to consult with the other party with respect to the resolution of such Assertion. With respect to any Assertion, the Indemnitee agrees to provide promptly the Indemnitor with (1) notice and copies of any documents served upon the Indemnitee and (2) all reasonable cooperation which the Indemnitor deems necessary to defend any Assertion, including, without limitation, providing the Indemnitor and its outside attorneys access to any potentially relevant documents, information, or individuals within the control of the Indemnitee, other than any privileged documents. If information of the Indemnitee which is not already covered by a secrecy obligation is contained in such documents or information, the Indemnitee and the Indemnitor shall enter into appropriate secrecy commitments to protect such documents or information. Notwithstanding that the Indemnitor shall have the right elected by written notice to assume the defense of any Proceeding if (a) Assertion, the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled right to participate in any Proceeding at its expensethe investigation and defense thereof, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved separate counsel chosen by the Indemnitee, but in such approval not to event, the fees and expenses of such separate counsel shall be unreasonably withheld, conditioned or delayedpaid by the Indemnitee.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled pursuant to indemnification under Sections 14.1 the provisions of Section 11.1 or 14.2 or any other provision Section 11.2 of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect action involving the subject matter of such indemnity provisions, such indemnified party shall, if a claim is to be made against an indemnifying party pursuant to the provisions of Section 11.1 or Section 11.2, promptly notify such indemnifying party of the commencement of such action; but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any matter referred liability which it may have to in Sections 14.1 or 14.2 or in any other applicable provision the indemnified party. In case such action is brought against an indemnified party and it notifies the indemnifying party of this Agreementthe commencement of such action, the Indemnitee indemnifying party shall give written notice describing such claim or Proceeding have the right to participate in reasonable detail in light of the circumstances then known and, to the Indemnitee extent that it may wish, to assume the party obligated defense of such action, with counsel satisfactory to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretosuch indemnified party; provided, however, that failure of if the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate defendants in such Proceeding action include both the indemnified party and assume the defense thereof at indemnifying party and the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee indemnified party shall have one or more reasonably concluded that there may be legal or equitable defenses available to it which are different from or in addition additional to those available to the Indemnitorindemnifying party, and, in the reasonable opinion or if there is a conflict of outside counsel to the Indemnitee, interest which would prevent counsel for the Indemnitor could not adequately represent indemnifying party from also representing the interests indemnified party, the indemnified party shall have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party, at the expense of the Indemnitee because such interests would be in conflict with those indemnifying party. After notice from the indemnifying party to the indemnified party of the Indemnitor; indemnifying party's election so to assume the defense of such action, the indemnifying party shall not be liable to the indemnified party pursuant to the provisions of Sections 11.1 or 11.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense of such action other than reasonable costs of investigation, unless (a) the indemnified party shall have employed counsel in accordance with the proviso of the preceding sentence, (b) such Proceeding is reasonably likely the indemnifying party shall not have employed counsel satisfactory to have the indemnified party to represent the indemnified party within a material adverse effect on any other matter beyond reasonable time after the scope or limits notice of the indemnification obligation commencement of the Indemnitor; action, or (c) the Indemnitor shall not have assumed indemnifying party has authorized the defense employment of counsel for the indemnified party at the expense of the Proceeding in a timely fashion (but in any event within thirty (30) days indemnifying party. No indemnifying party shall, except with the consent of notice of such Proceeding). If the Indemnitoreach indemnified party, shall assume the defense consent to entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof of such settlement the giving by release of all indemnified parties from all liability in respect of such claim. Notwithstanding anything contained in this paragraph 11.3 to the claimant or contrary, the plaintiff forgoing indemnity shall only apply upon the issuance of a full and unconditional release final adverse judgement in a court of competent jurisdiction or settled with the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the IndemniteeBuyer's consent, such approval consent not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except (a) If an Indemnified Party shall claim to have suffered Damages for which indemnification is available under Section 5.1(a) or 5.1(b), as otherwise provided the case may be, the Indemnified Party shall notify the Indemnifying Party in Section 12.3writing of such claim as promptly as practicable, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of which written notice shall describe the nature of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim, the Indemnitee shall facts and circumstances that give written notice describing rise to such claim and the amount of such claim if reasonably ascertainable at the time such claim is made (or Proceeding in reasonable detail in light if not then reasonably ascertainable, the maximum amount of such claim reasonably estimated by the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”Indemnified Party), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that the failure of by the Indemnitee Indemnified Party to keep so notify the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of its obligations any liability to the Indemnified Party hereunder except to the extent that the Indemnitor Indemnifying Party demonstrates that the Indemnifying Party is prejudiced therebyby the Indemnified Party’s failure to give such notice. If any Proceeding is commenced against any Indemnitee In the case of a claim by a Third Buyer Indemnitee, such written notice shall be provided by the Indemnified Party to the Shareholders’ Representative, with a copy provided to the Stock Escrow Agent. In the event that within twenty (20) after the receipt by the Indemnifying Party of such a written notice from the Indemnified Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor Indemnified Party shall not have received from the right Indemnifying Party a written objection to assume such claim, such claim shall be conclusively presumed and considered to have been assented to and approved by the defense of any Proceeding if Indemnifying Party following receipt by the Indemnifying Party (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion case of outside counsel to the a claim by a Buyer Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (bEscrow Agent) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of written notice from the Indemnitee, from all Liability with respect to the matters that are subject Indemnified Party to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedeffect.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled pursuant to indemnification under Sections 14.1 or 14.2 or any other provision the provisions of this Agreement (the “Indemnitee”) Section 8.2 of written notice of the assertion or the commencement of any Proceeding with respect to any action involving the subject matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known foregoing indemnity provision, such indemnified party shall, if a claim thereof is to be made against an indemnifying party pursuant to the Indemnitee to provisions of Section 8.2, promptly notify such indemnifying party of the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretocommencement thereof; provided, however, that failure to give such notice shall not affect the indemnifying party's obligation to provide indemnification hereunder unless such failure actually prejudices the indemnifying party's ability to defend adequately such action. In case such action is brought against an indemnified party and it notifies the indemnifying party of the Indemnitee commencement thereof, the indemnifying party shall have the right to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except participate in, and, to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Partyit may wish, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at thereof, with satisfactory counsel (of the Indemnitor’s sole expenseindemnifying party's choice); provided, however, that if the Indemnitor shall not have defendants in any action include both the right to assume indemnified party and the defense of any Proceeding if (a) indemnifying party, and the Indemnitee indemnified party shall have one or more reasonably concluded that there may be legal or equitable defenses available to it which are different from or in addition additional to those available to the Indemnitorindemnifying party, andthe indemnified party shall have the right, in the reasonable opinion of outside at its own expense, to select separate counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be participate in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice such action on behalf of such Proceeding)indemnified party. If After notice from the Indemnitorindemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall assume not be liable to the indemnified party pursuant to the provisions of such Section 8.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party, in the defense of any Proceedingsuch claim or litigation, shall, except with the Indemnitee shall be entitled consent of each indemnified party, consent to participate in entry of any Proceeding at its expense, and the Indemnitor shall judgment or enter into any settlement which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, indemnified party from all Liability with liability in respect to the matters that are subject to such Proceeding, claim or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedlitigation.

Procedures for Indemnification. Except Promptly after an Indemnitee has knowledge of any Claim as otherwise provided in Section 12.3, to which such Indemnitee reasonably believes indemnity may be sought or promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) of written such Indemnitee receives notice of the assertion or the commencement of any Proceeding with action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim in respect thereof is to be made against any matter referred the Company under this Section 8, deliver to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give Company a written notice describing of such claim or Proceeding in reasonable detail in light Claim, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the circumstances then known defense thereof with counsel mutually satisfactory to the Indemnitee to Company and the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoIndemnitee; provided, however, that failure an Indemnitee shall have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnitee and the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and the Company; provided, further, that the Company shall not be responsible for the reasonable fees and expense of more than one (1) separate legal counsel for such Indemnitee. In the case of an Indemnitee, the legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Securities to which the Claim relates. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Claim. The Company shall keep the Indemnitor reasonably informed Indemnitee fully apprised at all times as provided herein to the status of the defense or any settlement negotiations with respect thereto. The Company shall not relieve the Indemnitor be liable for any settlement of any Claim effected without its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseprior written consent; provided, however, that the Indemnitor Company shall not have unreasonably withhold, delay or condition its consent. The Company shall not, without the right to assume the defense prior written consent of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement or other compromise which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnitee of a full release from all liability in respect to such Claim and unconditional release action and proceeding. After indemnification as provided for under this Agreement, the rights of the Indemnitee, from Company shall be subrogated to all Liability rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matters matter for which indemnification has been made. The failure to deliver written notice to the Company as provided in this Agreement shall not relieve the Company of any liability to the Indemnitee under this Section 8, except to the extent that are subject the Company is prejudiced in its ability to defend such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedaction.

Procedures for Indemnification. Except as otherwise provided in Subject to applicable Laws, whenever a Claim shall arise for indemnification under Section 12.38.01, promptly after receipt by a party the Person entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify in writing the Party from which indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch Claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis of such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoClaim; provided, however, that in the event of a Claim for indemnification resulting from or in connection with a Claim by a third party, the Indemnified Party shall give such written notice thereof to the Indemnifying Party not later than ten (10) Business Days prior to the time any response to the third party Claim is required, if possible, and in any event within fifteen (15) Business Days following receipt of notice thereof (provided, that failure of to timely notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of its obligations hereunder any liability it may have to the Indemnified Party, except to the extent that the Indemnitor is Indemnifying Party has been actually prejudiced therebyby such failure). If Following receipt of notice of any Proceeding is commenced against any Indemnitee such third party Claim, and unless counsel to the Indemnified Party shall have reasonably determined in good faith that the assumption of such defense by the Indemnifying Party would be inappropriate due to a Third Partyconflict of interest, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any Proceeding if (a) the Indemnitee shall have one such claim or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expenseproceeding, and the Indemnitor Indemnifying Party shall not settle such Proceeding unless be liable to the settlement shall include Indemnified Party for any fees of other counsel or any other expenses (except as an unconditional term thereof expressly provided to the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability contrary herein) with respect to the matters defense of such Claim, other than reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party shall have the option of joining the defense of such Claim (which shall be at the sole cost and expense of the Indemnified Party) with its own counsel and counsel for each Party shall, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other Party and any counsel designated by that are subject to such ProceedingParty. In effecting the settlement or compromise of, or otherwise consenting to the entry of any judgment with respect to, any such Claim, the Indemnifying Party, or the Indemnified Party, as the case may be, shall have been approved by act in good faith, shall consult with the Indemniteeother Party and shall enter into only such settlement or compromise or consent to the entry of any judgment as the other Party shall consent, such approval consent not to be unreasonably withheld, conditioned or delayed. An Indemnifying Party shall not be liable for any settlement, compromise or judgment not made in accordance with the preceding sentence.

Procedures for Indemnification. Except as otherwise provided in Section 12.3If an event occurs that entitles a Parent Indemnified Party, promptly after receipt by or that a party entitled Parent Indemnified Party reasonably believes entitles it, to indemnification under Sections 14.1 or 14.2 or any other provision of pursuant to this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this AgreementArticle VII, the Indemnitee Parent Indemnified Party shall give written notice describing such claim or Proceeding in reasonable detail in light of promptly notify the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoSecurityholder Representative; provided, however, that failure that no delay on the part of the Indemnitee to keep Parent Indemnified Party in notifying the Indemnitor reasonably informed as provided herein Securityholder Representative shall not relieve the Indemnitor an Indemnifying Person of its obligations hereunder any liability or obligation hereunder, except to the extent that such Indemnifying Person has been materially prejudiced by such Parent Indemnified Party’s failure to give such notice. The Parent Indemnified Party shall have the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Partyright to undertake, the Indemnitor shall be entitled to participate in such Proceeding conduct, control and assume settle the defense thereof at the Indemnitor’s sole expenseof any such third party claim; provided, however, that the Indemnitor Parent Indemnified Party may not affect the settlement of any such claim without the consent of the Securityholder Representative, which consent shall not have be unreasonably withheld or delayed. The Securityholder Representative shall cooperate with the right to assume Parent Indemnified Party and its counsel in the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee claim and shall be entitled to participate in any Proceeding the defense thereof at its own cost and expense. The Securityholder Representative may acknowledge and agree by written notice to the Parent Indemnified Party to satisfy such claim within 20 days of receipt of notice of such claim from such Parent Indemnified Party; provided, however, that if the claim is such that a response is required in less than 20 days, such time period shall be reduced to the response period applicable to the claim less three days, but in no event shall the time period be less than ten days. In the event that the Securityholder Representative disputes such claim, the Securityholder Representative shall provide written notice of such dispute to the Parent Indemnified Party within 20 days of receipt of notice of such claim, setting forth the basis of such dispute. In the event that the Securityholder Representative fails to provide written notice to the Parent Indemnified Party within the required number of days of receipt of notice from the Parent Indemnified Party that the Securityholder Representative either acknowledges and agrees to pay such Loss or dispute such Loss, the Indemnitor Indemnifying Persons shall not settle be deemed to have acknowledged and agreed to pay such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a Loss in full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject have waived any right to dispute such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedLoss.

Procedures for Indemnification. Except as otherwise provided in (a) Subject to Section 12.39.5 of this Agreement, promptly after receipt by a party entitled to Party seeking indemnification under Sections 14.1 or 14.2 or any other provision of this Article IX (the "Indemnified Party") shall promptly notify the Party against whom a claim for indemnification is sought under this Agreement (the “Indemnitee”"Indemnifying Party") of written in writing, which notice shall specify, in reasonable detail, the nature and estimated amount of the assertion or the commencement claim and shall include a complete and accurate copy of any Proceeding notice, complaint or other information received by the Indemnified Party with respect to any matter referred such claim. If a claim by a third party is made against an Indemnified Party, and if the Indemnified Party intends to in Sections 14.1 or 14.2 or in any other applicable provision of seek indemnity with respect thereto under this AgreementArticle IX, the Indemnitee Indemnified Party shall give written notice describing promptly (but in no event longer than 30 days ("Indemnity Notice Period") of such claim being made) notify the Indemnifying Party of such claim and the reasonable details thereof, including a complete and accurate copy of any notice, complaint or Proceeding in reasonable detail in light of other information received by the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed Indemnified Party with respect theretoto such claim; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party of a claim within the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnity Notice Period for such claim shall not relieve affect the Indemnitor of its obligations hereunder Indemnified Party's right to indemnification under the Article IX except (and then only) to the extent that the Indemnitor Indemnifying Party is actually prejudiced therebyby such failure. The Indemnifying Party shall have 30 days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith, except that with respect to settlements entered into by the Indemnifying Party (i) the consent of the Indemnified Party shall be required if the settlement provides for equitable relief against, or otherwise adversely affects, the Indemnified Party, which consent shall not be unreasonably withheld or delayed; and (ii) the Indemnifying Party shall obtain a complete release of the Indemnified Party. If any Proceeding is commenced against any Indemnitee by a Third Partythe Indemnifying Party undertakes, conducts and controls the settlement or defense of such claim, the Indemnitor Indemnifying Party shall be entitled permit the Indemnified Party to participate in such Proceeding and assume settlement or defense through counsel chosen by the defense thereof at the Indemnitor’s sole expense; providedIndemnified Party, however, provided that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests fees and expenses of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee Indemnified Party's counsel shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving borne by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedIndemnified Party.

Procedures for Indemnification. Except as otherwise provided in Section 12.3(a) An Indemnified Party shall, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (following the “Indemnitee”) of written notice of the assertion or the commencement discovery of any Proceeding with respect matter that may give rise to any matter referred to Losses, notify the Indemnifying Party in Sections 14.1 or 14.2 or in any other applicable provision writing of this Agreementits claim for indemnification for such Losses, the Indemnitee shall give written notice describing such claim or Proceeding specifying in reasonable detail in light the nature of such Losses and the amount of the circumstances then known Losses estimated to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseaccrue therefrom; provided, however, that the Indemnitor Indemnified Party’s failure to so notify the Indemnifying Party shall not release the Indemnifying Party, in whole or in part, from its obligations under this Article VII, except to the extent (and solely to the extent) that the Indemnifying Party has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt of such request, all information and documentation reasonably requested by the Indemnifying Party with respect to such Losses. Following notification to the Indemnifying Party pursuant to this Section 7.6, the Indemnified Party may, at the sole expense and liability of the Indemnifying Party, exercise full control of the defense, compromise, or settlement of any Legal Proceeding that may give rise to a claim for indemnification under this Article VII, unless and until the Indemnifying Party (i) delivers a written confirmation to such Indemnified Party that the indemnification provisions of this Article VII are applicable to such Legal Proceeding and that, subject to the other provisions of this Article VII, the Indemnifying Party shall indemnify such Indemnified Party in respect of such Legal Proceeding pursuant to the terms of this Article VII; (ii) notifies such Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof and thereafter conducts the defense actively and diligently; and (iii) retains legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such Legal Proceeding. Notwithstanding anything to the contrary in the immediately preceding sentence, the Indemnifying Party shall not have the any right to assume the defense of any Proceeding such Legal Proceeding, if (a1) such Legal Proceeding seeks an injunction or other equitable relief and not money damages only; or (2) the Indemnitee shall have one settlement or more legal compromise of, or equitable defenses available to it which are different from or in addition to those available to the Indemnitoran adverse judgment with respect to, andsuch Legal Proceeding is, in the reasonable opinion good faith judgment of outside counsel the Indemnified Party, likely to establish a precedent, custom or practice materially adverse to the Indemnitee, counsel for continuing business interests or the Indemnitor could not adequately represent the interests reputation of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedIndemnified Party.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) Purchaser Indemnitee of written notice of the assertion or the commencement of any Proceeding by a third-party with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement7.2, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known thereof to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”)Seller, and thereafter shall keep the Indemnitor Seller reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep give the Indemnitor reasonably informed Seller notice as provided herein shall not relieve the Indemnitor Seller of its obligations hereunder except to the extent that the Indemnitor Seller is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor The Seller shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume join in the defense of said claim, action or proceeding at Seller’s own cost and expense and, if the Seller agrees in writing to be bound by and to promptly pay the full amount of any Proceeding final judgment from which no further appeal may be taken and if (a) the Indemnitee is reasonably assured of the Seller’s ability to satisfy such agreement, then at the option of the Seller, the Seller may take over the defense of such claim, action or proceeding, except that, in such case, the Indemnitee shall have one or more legal or equitable defenses available the right to it which are different from or join in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of said claim, action or proceeding at its own cost and expense and provided that whether or not the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the Seller takes over defense of any Proceedinga claim, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor Seller shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability admit any liability with respect to the matters that are subject to such Proceedingto, or otherwise shall have been approved by the Indemniteesettle, compromise or discharge, such approval claim without the Indemnitees’s prior written consent (which consent shall not to be unreasonably withheld); provided further that the Seller shall not agree, conditioned without the Indemnitee’s consent, to the entry of any Judgment or delayedsettlement, compromise or decree that provides for injunctive or other nonmonetary relief affecting the Indemnitee.

Procedures for Indemnification. Except Whenever a claim ------------------------------ shall arise for indemnification under Section 7.1 of this Agreement (with the exception of claims for litigation expenses in respect of a litigation as otherwise to which a notice of claim, as provided below in this Section 12.37.2, promptly after receipt by a has previously been given, which expenses shall be funded on an ongoing basis), the party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”"Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that failure in the event of any claim for indemnification -------- ------- hereunder resulting from or in connection with any claim or legal proceedings by a third party (a "Third Party Assertion"), the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnified Party shall not relieve the Indemnitor of its obligations hereunder except give such notice thereof to the extent that Indemnifying Party not later than ten (10) business days prior to the Indemnitor time any response to the Third Party Assertion is prejudiced therebyrequired, if possible, and in any event within five (5) Business Days following receipt of notice thereof. If In the event of any Proceeding is commenced against any Indemnitee by such claim for indemnification resulting from or in connection with a Third PartyParty Assertion, the Indemnitor shall be entitled to participate in such Proceeding Indemnifying Party may, at its sole cost and expense, assume the defense thereof at the Indemnitor’s sole expensethereof; provided, however, that the Indemnitor Indemnifying -------- ------- Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Losses, attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (including reasonable attorney's fees and expenses) incurred by the Indemnified Party in defending such Third Party Assertion between the date of the commencement of such Third Party Assertion and the date of the Indemnifying Party's assumption of such defense and take all steps necessary in the defense thereof; provided, -------- however, that no settlement shall be made without the prior written ------- consent of the Indemnified Party, which consent shall not be unreasonably withheld (and if the Indemnified Party shall withhold its consent to any monetary settlement proposed by the Indemnifying Party and which the other party to the action has indicated it is prepared to accept, the Indemnified Party shall in no event be deemed for purposes of this Agreement to have suffered Losses in connection with such claim or proceeding in excess of the proposed amount of such settlement); provided, further, that the Indemnified Party may, at its -------- ------- own expense, participate in any such proceeding with the counsel of its choice without any right to of control thereof. So long as the Indemnifying Party is in good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not assume the defense of any Proceeding if such Third Party Assertion in accordance with the terms hereof, the Indemnified Party may defend against such Third Party Assertion in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion (a) after giving prior written notice of the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available same to the Indemnitor, and, in Indemnifying Party and obtaining the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests prior written consent of the Indemnitee because Indemnifying Party, which consent shall not be unreasonably withheld) on such interests would be terms as the Indemnified Party may deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in conflict accordance with those the provisions of this Section 7.2; provided, however, -------- ------- that if the Indemnified Party does not obtain the prior written consent of the Indemnitor; (b) Indemnifying Party to any such Proceeding settlement, and such written consent is reasonably likely to have a material adverse effect on any other matter beyond not unreasonably withheld by the scope or limits of Indemnifying Party, the indemnification obligation of the Indemnitor; or (c) the Indemnitor Indemnified Party shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle indemnification hereunder from such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability Indemnifying Party with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedclaim settled.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 ‎Section 8.01 or 14.2 or any other provision of this Agreement ‎Section 8.02 (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding claim or Action (or, in the case of any Uncertain Pre-COD Adjustment Item pursuant to Section 8.01(a)(i), promptly upon, and in any event within ten (10) Business Days of such Uncertain Pre-COD Adjustment Items becoming quantifiable) with respect to any matter referred to in Sections 14.1 ‎Section 8.01 or 14.2 or in any other applicable provision of this Agreement‎Section 8.02, the Indemnitee shall will give written notice describing such claim or Proceeding Action in reasonable detail in light of the circumstances then known to the Indemnitee (including, in the case of an Uncertain Pre-COD Adjustment Item pursuant to Section 8.01(a)(i), the calculation of the Uncertain Pre-COD Adjustment Item) to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall will keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to timely provide written notice of any claim or Action or to keep the Indemnitor reasonably informed as provided herein shall will not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is Action will be commenced against any Indemnitee by a Third Partythird party, the Indemnitor shall will be entitled to participate in such Proceeding Action and assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall will not have the right to assume the defense of any Proceeding Action if (ai) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would could be in conflict with those of the Indemnitor; (bii) such Proceeding is litigation involves potential criminal liability or could reasonably likely be expected to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (ciii) the Indemnitor shall will not have assumed the defense of the Proceeding litigation in a timely fashion (but in any event within thirty (30) days of notice of such ProceedingAction). If the Indemnitor, shall Indemnitor will assume the defense of any ProceedingAction, the Indemnitee shall will be entitled to participate in any Proceeding Action at its expense, and the Indemnitor shall will not settle such Proceeding Action unless the settlement shall will include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability liability with respect to the matters that are subject to such ProceedingAction and does not (A) include any sanction or restriction on the conduct of business by the Indemnitee or its Affiliates or (B) have any material adverse Tax consequences with respect to the Indemnitee or its Affiliates, or otherwise shall will have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed. If the Indemnitor does not assume defense of any Action, then the Indemnitee shall have the right to defend, and be reimbursed for its reasonable cost and expense in regard to, the Action, with counsel selected by the Indemnitee (who shall be reasonably satisfactory to the Indemnitor). To the extent the provisions of this Section 8.03 are inconsistent with Section 5.12(e), Section 5.12(e) shall control with respect to the matters that are the subject of such inconsistency.

Procedures for Indemnification. Except Other than as otherwise provided set forth in Section 12.37.13(e) and (f), promptly after receipt by if a party entitled to indemnification under Sections 14.1 this Section 9 (an "Indemnitee") asserts that a party obligated to indemnify it under this Section 9 (an "Indemnitor") has become obligated to such Indemnitee pursuant to Section 9.2 or 14.2 9.3, or if any other provision suit, action, investigation, claim or proceeding is begun, made or instituted as a result of this Agreement (which the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect Indemnitor may become obligated to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementan Indemnitee hereunder, the such Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the failure of the Indemnitee to give prompt notice to the Indemnitor shall not release the Indemnitor of its indemnification obligations hereunder, except to the extent the Indemnitor shall have been materially prejudiced by such failure. The Indemnitor agrees to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense subject to the provisions of this Section 9. The Indemnitor shall have the right sole power to assume direct and control the defense of any Proceeding if such suit, action, investigation, claim or proceeding. The Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnitee's choice. The Indemnitee shall make available all information and assistance that the Indemnitor may reasonably request and shall fully cooperate with the Indemnitor in such defense, including with respect to indemnification with respect to Taxes, providing powers of attorney authorizing Leucadia or its designee to control and take action in connection with any such Taxes. In the event of a failure of the Indemnitee to provide cooperation as required under this Section 9.4, the Indemnitor's obligation to indemnify the Indemnitee shall be reduced to the extent of the Losses with respect to which the Indemnitor's ability to defend against the action, investigation, claim or proceeding underlying such indemnification obligation has been prejudiced by such failure. The Indemnitor shall not compromise or settle any such suit, action, investigation, claim or proceeding unless (ax) such compromise or settlement is on exclusively monetary terms and shall be paid entirely by the Indemnitor (subject to the provisions of Section 9.2(b)(i) and (ii) and 9.3(b)(i) and (ii), which shall be controlling) and the Indemnitee receives an unconditional release in such compromise or settlement or (y) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or consented in addition to those available writing to the Indemnitorterms of such compromise or settlement, andwhich consent shall not unreasonably withheld; provided, in the reasonable opinion of outside counsel to the Indemniteehowever, counsel for the Indemnitor could not adequately represent the interests of that if the Indemnitee because such interests would be in conflict with those of fails to consent thereto, the Indemnitor; (b) 's liability with respect to such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed exceed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding)proposed settlement amount. If the IndemnitorIndemnitor fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnitee shall assume have the defense of right to do so, including, without limitation, the right to make any Proceedingcompromise or settlement thereof, and the Indemnitee shall be entitled to participate in any Proceeding at its expense, and recover the entire cost thereof from the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect subject to the matters that are subject to provisions of this Section 9, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such Proceedingsuit, action, investigation, claim or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedproceeding.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by If a party entitled to indemnification under Sections 14.1 this Section 13 (an "Indemnitee") asserts that a party obligated to indemnify it under this Section 13 (an "Indemnitor") has become obligated to such Indemnitee pursuant to Section 13.2 or 14.2 13.3, or if any other provision suit, action, investigation, claim or proceeding is begun, made or instituted as a result of this Agreement (which the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with respect Indemnitor may become obligated to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementan Indemnitee hereunder, the such Indemnitee shall give written notice describing to the Indemnitor. The Indemnitor agrees to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or Proceeding in reasonable detail in light of proceeding at its sole cost and expense and shall have the circumstances then known right to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”)defend against, and thereafter shall keep the Indemnitor reasonably informed negotiate, settle, or otherwise deal with respect thereto; providedany such suit, howeveraction, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Partyinvestigation, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseclaim or proceeding; provided, however, that the Indemnitor shall not settle for any type of equitable relief under any law, regulation or ordinance without the prior written consent of the Indemnitee. The Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnitee's choice and shall in any event cooperate with and assist the Indemnitor to the extent reasonably possible. If the Indemnitor fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnitee shall have the right to assume do so, including, without limitation, the defense of right to make any Proceeding if (a) the Indemnitee shall have one compromise or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitorsettlement thereof, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, and the Indemnitee shall be entitled to participate in any Proceeding at its expenserecover the entire cost thereof from the Indemnitor, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the Indemnitor shall not settle result of such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant suit, action, investigation, claim or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedproceeding.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled to indemnification under Sections 14.1 or 14.2 or any other provision 12.2 and 12.3 of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with action for which indemnification may be available under Section 12.2 or 12.3, such indemnified party shall, if a claim in respect thereof is to any matter referred be made against an indemnifying party under such Section, give notice to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light indemnifying party of the circumstances then known commencement thereof, but the failure so to the Indemnitee to the notify that indemnifying party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor it of its obligations hereunder any liability that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the Indemnitor defense of such action is prejudiced thereby. If In case any Proceeding is commenced such action shall be brought against any Indemnitee by a Third Partyan indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the Indemnitor indemnifying party shall be entitled to participate in such Proceeding and therein and, to the extent that it shall elect, to assume the defense thereof at with counsel reasonably satisfactory to such indemnified party and, after notice from the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any Proceeding other expenses, in each case incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel if (a) the Indemnitee shall have indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more legal or equitable defenses available to it which are different from or in addition to those and not available to the Indemnitorindemnifying party which defenses result in a conflict of interest. If an indemnifying party assumes the defense of such an action, and, in (a) no compromise or settlement thereof may be effected by the reasonable opinion indemnifying party without the indemnified party's consent (which shall not be unreasonable withheld) unless (i) there is no finding or admission or any violation of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests law or any violation of the Indemnitee because such interests would be in conflict with those rights of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse any person and no effect on any other matter beyond claims that may be made against the scope or limits of the indemnification obligation of the Indemnitor; or indemnified party and (cii) the Indemnitor shall not have assumed the defense of the Proceeding sole relief provided is monetary damages that are paid in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving full by the claimant or indemnifying party and (b) the plaintiff of a full and unconditional release of the Indemnitee, from all Liability indemnifying party shall have no liability with respect to the matters that are subject to such Proceeding, any compromise or otherwise settlement thereof effected without its consent (which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed).

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) Purchaser of written notice of the assertion or the commencement of any Proceeding by a third party with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this AgreementSection 9.2, the Indemnitee Purchaser shall give written notice describing such claim or Proceeding in reasonable detail in light thereof to the Stockholders Representative on behalf of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee Shareholders (collectively, the “IndemnitorIndemnifying Parties”), which notice shall include a description of the Proceeding, the amount thereof (if known and quantifiable) and the basis for the Proceeding, and thereafter shall keep the Indemnitor Stockholders Representative reasonably informed with respect thereto; provided, however, that failure of Purchaser to give the Indemnitee to keep the Indemnitor reasonably informed Stockholders Representative notice as provided herein shall not relieve the Indemnitor Stockholders Representative of its obligations hereunder except to the extent that the Indemnitor Stockholders Representative is prejudiced thereby. If A claim for indemnification for any matter not involving a third party Proceeding may be asserted by notice to the Stockholders Representative and shall be paid promptly after such notice, unless such claim is commenced against any Indemnitee properly challenged by a Third Partythe Stockholders Representative in accordance with the procedures set forth in the Escrow Agreement, in which case, such claim shall be paid, if at all, in accordance with the Indemnitor Escrow Agreement. The Stockholders Representative shall be entitled to participate in the defense of such Proceeding action, lawsuit, proceeding, investigation or other claim giving rise to Purchaser’s claim for indemnification at the Stockholders Representative’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right by appointing a nationally recognized and reputable counsel reasonably acceptable to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not Purchaser to be unreasonably withheld, conditioned or delayed.the lead counsel in connection with such defense; provided that:

Procedures for Indemnification. Except (a) Whenever a claim shall arise for indemnification under Section 11.2, 11.3 or 14.1, with the exception of claims for litigation expenses in respect of litigation as to which a notice of claim, as provided in this Section 11.4, has previously been given, which expenses shall be funded on an ongoing basis, and, except as otherwise provided in Section 12.314.4, promptly after receipt by a the party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”"INDEMNIFIED PARTY") shall promptly notify the party from which indemnification is sought (the "INDEMNIFYING PARTY") of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that in the event of any claim -------- ------- for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within fifteen Business Days following receipt of notice thereof (provided that failure of to notify the Indemnitee to keep the Indemnitor reasonably informed as provided herein Indemnifying Party shall -------- not relieve the Indemnitor Indemnifying Party of its obligations hereunder any liability it may have to the Indemnified Party, except to the extent that the Indemnitor Indemnifying Party demonstrates that it has been actually prejudiced by such failure). In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof by written notice within 30 calendar days, using counsel that is prejudiced therebyreasonably satisfactory to the Indemnified Party. If an Indemnifying Party assumes the defense of any Proceeding is commenced against any Indemnitee by a Third Partysuch claim or Legal Proceeding, the Indemnitor Indemnifying Party shall be entitled to participate take all steps necessary in such Proceeding and assume the defense thereof at including the Indemnitor’s sole expensesettlement of any case that involves solely monetary damages without the consent of the Indemnified Party; provided, however, that the Indemnitor shall not have Indemnified -------- ------- Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right to assume of control thereof. If the Indemnifying Party has assumed the defense of any claim or Legal Proceeding if by a third party as provided herein, (aA) the Indemnitee it shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel be conclusively established for the Indemnitor could not adequately represent purposes hereof that the interests of the Indemnitee because such interests would be claims made in conflict with those of the Indemnitor; (b) such that Legal Proceeding is reasonably likely to have a material adverse effect on any other matter beyond are within the scope or limits of the and subject to indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expensehereunder, and the Indemnitor Indemnifying Party shall promptly indemnify the Indemnified Party in accordance with the terms of this Article XI, and (B) the Indemnifying Party shall not settle such Proceeding unless consent to, or enter into, any compromise or settlement of (which settlement (i) commits the settlement shall include as an unconditional term thereof the giving by the claimant Indemnified Party to take, or the plaintiff of to forbear to take, any action or (ii) does not provide for a full and unconditional complete written release by such third party of the IndemniteeIndemnified Party), from all Liability with respect or consent to the matters entry of any judgment that are subject does not relate solely to monetary damages arising from, any such Proceedingclaim or Legal Proceeding by a third party without the Indemnified Party's prior written consent, or otherwise which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article XI, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information. So long as the Indemnifying Party is in good faith defending such claim or proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any such claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Article XI.

Procedures for Indemnification. Except as otherwise provided (a) If any suit, action, proceeding, investigation, claim or demand shall be brought or asserted by any third Person (including, without limitation, any Governmental Body) (a “Third Party Claim”) against any Person in respect of which indemnity may be sought pursuant to Section 12.312.1 or Section 12.2, promptly such person (the “Indemnified Person”) shall notify the Person against whom such indemnity may be sought (the “Indemnifying Person”) in writing in reasonable detail of the Third Party Claim within 30 days after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision such Indemnified Person of this Agreement (the “Indemnitee”) of written formal notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch Third Party Claim, the Indemnitee and, thereafter, such Indemnified Person shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known promptly forward to the Indemnitee Indemnifying Person a copy of all notices and documents (including court papers) received by the Indemnified Person pursuant to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expenseParty Claim; provided, however, that the Indemnitor failure to give such notification within 30 days after such receipt of formal notice and the failure to forward a copy of such notices and documents shall not have affect the right obligations of the Indemnifying Person or the rights of the Indemnified Person except to the extent the Indemnifying Person has actually been prejudiced in a material way as a result of such failure. Upon the receipt by the Indemnifying Person of notice of a Third Party Claim, the Indemnifying Person may elect to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available such Third Party Claim by promptly delivering a notice to the Indemnitor, and, in Indemnified Person of the reasonable opinion assumption of outside such defense and to retain defense counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely Indemnified Person. Any election made by an Indemnifying Person to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of a Third Party Claim shall not be deemed an acknowledgement that such Third Party Claim is subject to indemnification under this Article XII. If the Indemnifying Person so elects to assume the defense of a Third Party Claim, then (i) the Indemnified Person may participate in such defense and employ counsel, at such Indemnified Person’s expense, separate from the reasonably acceptable counsel employed by the Indemnifying Person, but the Indemnifying Person shall control such defense and shall not be liable to such Indemnified Person for the fees and expenses of the separate counsel retained by such Indemnified Person, and (ii) the Indemnified Person and any Proceedingother Indemnified Persons will cooperate with the Indemnifying Person in such defense, including by providing, upon the Indemnitee reasonable request of the Indemnifying Person, books, records, contractual agreements, maintenance histories and all other reasonably necessary items (including the computer systems housing such information) and by making available employees on a mutually convenient basis. The Indemnifying Person shall not be liable for any settlement of any Third Party Claim effected without its prior written consent. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened Third Party Claim in respect of which such Indemnified Person is or could have been a party, or is or could have been subject, and in respect of which indemnity is or could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all Losses related to the subject matter of such pending or threatened Third Party Claim. The Indemnifying Party shall, at any time, be entitled to participate elect to no longer defend a Third Party Claim; provided, that the Indemnifying Person shall reasonably assist in any Proceeding at its expense, transitioning the defense of such Third Party Claim back to the Indemnified Person and that the Indemnitor Indemnifying Person shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff be entitled to make a claim for reimbursement of a full and unconditional release expenses incurred in connection with its assumption of the Indemnitee, from all Liability with respect to the matters that are subject to defense of such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedThird Party Claim.

Procedures for Indemnification. Except Whenever a claim shall arise for indemnification under this Article 11, except as otherwise provided in Section 12.311.4, promptly after receipt by a the parties shall proceed as provided as set forth in this Section 11.3. The party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify the party from which indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the Third Party Claim is required, and in any event within five Business Days following receipt of notice thereof. In the event of any such Third Party Claim, the Indemnifying Party may, at its sole cost and expense, assume the defense of the Third Party Claim by written notice within 30 calendar days, using counsel that is reasonably satisfactory to the Indemnified Party. The failure of the Indemnitee an Indemnified Party to keep the Indemnitor reasonably informed as provided herein give timely notice shall not relieve affect the Indemnitor right to indemnification of its obligations hereunder the Indemnified Party except to the extent that the Indemnitor is prejudiced therebyIndemnifying Party demonstrates actual prejudice. If an Indemnifying Party assumes the defense of any Proceeding is commenced against any Indemnitee by a such Third PartyParty Claim, the Indemnitor Indemnifying Party shall be entitled to participate take all steps necessary in such Proceeding and assume the defense thereof at the Indemnitor’s sole expensethereof, including any settlement; provided, however, that the Indemnitor shall not have the Indemnified Party may, at its own expense, participate in any Legal Proceeding with respect to such Third Party Claim with counsel of its choice without any right to assume of control thereof. The Indemnifying Party, if it has assumed the defense of any Proceeding if Third Party Claim as provided herein, shall not, however: (ai) the Indemnitee shall have one consent to, or more legal enter into, any compromise or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests settlement of the Indemnitee because such interests would be in conflict with those of Third Party Claim which commits the Indemnitor; (b) such Proceeding is reasonably likely Indemnified Party to have a material adverse effect on take, or to forbear from taking, any other matter beyond the scope action or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall does not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of provide for a full and unconditional complete written release by such third party of the IndemniteeIndemnified Party, from all Liability with respect or (ii) consent to the matters entry of any judgment in any Legal Proceeding that are subject does not relate solely to monetary damages arising from the Third Party Claim, in any such Proceedingcase, or otherwise without the Indemnified Party’s prior written consent, which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre- trial activities, trial, compromise, settlement or discharge of any Third Party Claim in respect of which indemnity is sought pursuant to this Article 11, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information. So long as the Indemnifying Party is in good faith defending any Third Party Claim, the Indemnified Party shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any Third Party Claim in accordance with this Section 11.3, the Indemnified Party may defend against such Third Party Claim in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party shall promptly indemnify the Indemnified Party in accordance with the provisions of this Article 11.

Procedures for Indemnification. Except Whenever a claim shall arise for indemnification under this Article 11, except as otherwise provided in Section 12.311.4, promptly after receipt by a the parties shall proceed as provided as set forth in this Section 11.3. The party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “IndemniteeIndemnified Party”) shall promptly notify the party from which indemnification is sought (the “Indemnifying Party”) of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementsuch claim and, when known, the Indemnitee shall give written notice describing facts constituting the basis for such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoclaim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party (a “Third Party Claim”), the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the Third Party Claim is required, and in any event within five Business Days following receipt of notice thereof. In the event of any such Third Party Claim, the Indemnifying Party may, at its sole cost and expense, assume the defense of the Third Party Claim by written notice within 30 calendar days, using counsel that is reasonably satisfactory to the Indemnified Party. The failure of the Indemnitee an Indemnified Party to keep the Indemnitor reasonably informed as provided herein give timely notice shall not relieve affect the Indemnitor right to indemnification of its obligations hereunder the Indemnified Party except to the extent that the Indemnitor is prejudiced therebyIndemnifying Party demonstrates actual prejudice. If an Indemnifying Party assumes the defense of any Proceeding is commenced against any Indemnitee by a such Third PartyParty Claim, the Indemnitor Indemnifying Party shall be entitled to participate take all steps necessary in such Proceeding and assume the defense thereof at the Indemnitor’s sole expensethereof, including any settlement; provided, however, that the Indemnitor shall not have the Indemnified Party may, at its own expense, participate in any Legal Proceeding with respect to such Third Party Claim with counsel of its choice without any right to assume of control thereof. The Indemnifying Party, if it has assumed the defense of any Proceeding if Third Party Claim as provided herein, shall not, however: (ai) the Indemnitee shall have one consent to, or more legal enter into, any compromise or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests settlement of the Indemnitee because such interests would be in conflict with those of Third Party Claim which commits the Indemnitor; (b) such Proceeding is reasonably likely Indemnified Party to have a material adverse effect on take, or to forbear from taking, any other matter beyond the scope action or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall does not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of provide for a full and unconditional complete written release by such third party of the IndemniteeIndemnified Party, from all Liability with respect or (ii) consent to the matters entry of any judgment in any Legal Proceeding that are subject does not relate solely to monetary damages arising from the Third Party Claim, in any such Proceedingcase, or otherwise without the Indemnified Party’s prior written consent, which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any Third Party Claim in respect of which indemnity is sought pursuant to this Article 11, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information. So long as the Indemnifying Party is in good faith defending any Third Party Claim, the Indemnified Party shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any Third Party Claim in accordance with this Section 11.3, the Indemnified Party may defend against such Third Party Claim in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party shall promptly indemnify the Indemnified Party in accordance with the provisions of this Article 11.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by (a) If a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement Section 11 (the an “IndemniteeIndemnified Party”) of written notice of asserts that it has suffered or incurred a Loss for which it is entitled to indemnification from the assertion Indemnity Escrow Account pursuant to Section 11.2 or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the that a party obligated to indemnify Indemnitee it has become obligated to such Indemnified Party pursuant to Section 11.3 or 11.4, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnified Party may become entitled to indemnification from the Indemnity Escrow Account pursuant to Section 11.2 or a party obligated to indemnify it has become obligated to an Indemnified Party under Section 11.3 or 11.4, such Indemnified Party shall give prompt written notice to (i) in the case of a claim for indemnification pursuant to Section 11.2, the Seller Representative, (ii) in the case of a claim for indemnification pursuant to Section 11.3, the applicable Seller against whom such claim is asserted, and (iii) in the case of a claim for indemnification pursuant to Section 11.4, the Buyer (each such person, an “Indemnifying Party”). No delay in delivering such written notice to the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder or prevent the Indemnifying Party from recovering in respect of any claim for indemnification pursuant to and in accordance with this Section 11 unless, and then solely to the extent that, the Indemnifying Party is actually and materially prejudiced thereby. Such notice by the Indemnified Party will describe the claim giving rise to an obligation of indemnification in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such claim. Within 30 days after delivery of a notice pursuant to this Section 11.6 (the “IndemnitorResponse Period”), and thereafter the Indemnifying Party shall keep deliver to the Indemnitor reasonably informed with respect thereto; providedIndemnified Party a written response to such notice. If, howeverduring the Response Period, that failure the Indemnifying Party delivers a written notice disputing the Indemnified Party’s entitlement to indemnification of the Indemnitee Losses described in such notice, the parties shall use their commercially reasonable efforts to keep settle such disputed matters within 30 days following the Indemnitor reasonably informed as provided herein expiration of the Response Period. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall not relieve the Indemnitor of its obligations hereunder except apply to the extent that the Indemnitor is prejudiced thereby. If parties hereto during any Proceeding is commenced against such negotiations and any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding)subsequent dispute arising therefrom. If the Indemnitor, shall assume the defense of any Proceedingparties are unable to reach agreement within such 30-day period, the Indemnitee shall dispute may be entitled to participate in resolved by any Proceeding at its expense, and legally available means consistent with the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff provisions of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedSection 15.2.

Procedures for Indemnification. Except (a) Third Party Claims (other than in respect of Shared Liabilities). ---------------------------------------------------------------- If a claim or demand is made against an Indemnitee by any person who is not a party to this Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 20 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoThird Party Claim; provided, however, -------- ------- that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 20 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 any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by -------- the Indemnitee. Should the Indemnifying Party so elect to assume the defense of 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 defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the Indemnitor’s sole expensecounsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. If the Indemnifying Party acknowledges in writing liability for indemnification of a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitor Indemnitee shall not have the right to settle, -------- ------- compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for indemnification of a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any -------- ------- such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would have been required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Proceeding if Third Party Claim (a) and shall be liable for the fees and expenses of counsel incurred by the Indemnitee shall have one in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or more legal 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 equitable defenses available to it which are different from relief or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests other relief portion of the Indemnitee because such interests would Third Party Claim can be in conflict with those of so separated from that for money damages, the Indemnitor; (b) such Proceeding is reasonably likely Indemnifying Party shall be entitled to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of the Proceeding portion relating to money damages. This Section 3.5(a) shall govern all claims under this Article III for indemnification against Third Party Claims except Third Party Claims in a timely fashion (but in any event within thirty (30respect of Shared Liabilities, as to which Section 3.5(b) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedgovern.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly after receipt by If a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement Section 10 (the “an "Indemnitee”") of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the asserts that a party obligated to indemnify it under this Section 10 (an "Indemnitor") has become obligated to such Indemnitee pursuant to Section 10.2 or 10.3, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnitor may become obligated to an Indemnitee hereunder (the “Indemnitor”a "Third Party Claim"), and thereafter such Indemnitee shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor of its obligations hereunder except give prompt written notice thereof to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the failure of the Indemnitee to give prompt notice to the Indemnitor shall not release the Indemnitor of its indemnification obligations hereunder, except to the extent the Indemnitor shall have been prejudiced by such lack of timely and adequate notice. The Indemnitor shall have the right, but not the obligation, upon written notice to the Indemnitee within 15 days of receipt of notice of commencement of a Third Party Claim, to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor shall not, without the prior written consent of the Indemnitee, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnitee from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnitee other than solely the payment of money damages for which the Indemnitee will be indemnified hereunder. If the Indemnitor so elects to defend, contest or otherwise protect the Indemnitee, the Indemnitee shall (i) make available to the Indemnitor all relevant books and records in its possession and (ii) cooperate and assist the Indemnitor to the extent reasonably possible. The Indemnitee shall have the right, but not the obligation, to participate in the defense thereof by counsel of the Indemnitee's choice, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee, and the Indemnitee reasonably determines, based upon a written opinion of outside counsel, that representation by counsel to the Indemnitor of both the Indemnitee and the Indemnitor may present such counsel with a conflict of interest. If the Indemnitor fails to defend, contest or otherwise protect against such Third Party Claim, the Indemnitee shall have the right to assume do so, including, without limitation, the defense of right to make any Proceeding if (a) the Indemnitee shall have one compromise or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitorsettlement thereof, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, and the Indemnitee shall be entitled to participate in any Proceeding at its expenserecover the entire cost thereof from the Indemnitor, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the Indemnitor result of such suit, action, investigation, claim or proceeding; provided that the Indemnitee shall not compromise or settle any such Proceeding unless suit, action, investigation, claim or proceeding without the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release prior written consent of the IndemniteeIndemnitor, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise which consent shall have been approved by the Indemnitee, such approval not to be unreasonably withheld. In the event of any conflict between the provisions of this Section 10.4 and the provisions of Section 9, conditioned or delayedthe provisions of Section 9, as they relate solely to Tax liabilities, shall govern.

Procedures for Indemnification. Except (a) Upon obtaining knowledge of the assertion of any personal injury, property damage, nuisance, tort, contract or other claims, actions or demands, including any and all investigations, suits, demands, actions, fines, penalties, enforcement actions, Losses, deficiencies, injunctions, reasonable attorneys' fees, costs and expenses actually paid, imposed or incurred ("Claims") by any person or entity who is not an Indemnified Person (as otherwise provided in Section 12.3defined below) (i.e., promptly after receipt by a third-party entitled claim) and which could give rise to a claim for indemnity pursuant to Sections 9.2 and 9.3 above, the party seeking indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”"Indemnified Person") of from the other party (the "Indemnifying Person") shall promptly provide the Indemnifying Person with written notice of any such Claim and use such Indemnified Person's reasonable efforts to cooperate fully with the assertion Indemnifying Person, at the Indemnifying Person's expense, in any defense or settlement thereof, but the commencement failure of the Indemnified Person to so promptly notify and cooperate fully with the Indemnifying Person shall not affect the Indemnifying Person's obligation pursuant to this Article IX unless such failure materially prejudices the Indemnifying Person's right to participate in the contest of such Claim as hereinafter provided. The Indemnifying Person shall have the right at its expense to employ counsel of its choice to assume control of the defense of such Claim and the Indemnified Person shall have the right, but not the obligation, to participate in the investigation and defense of any Proceeding such Claim with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing separate counsel chosen by such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretoIndemnified Person; provided, however, that failure of in the Indemnitee event that the Indemnifying Person has employed counsel to keep defend a Claim and the Indemnitor reasonably informed as provided herein Indemnified Person elects to engage its own counsel to assist in the defense, the Indemnified Person shall not relieve the Indemnitor pay all fees and expenses of its obligations hereunder except own counsel, unless (i) the Indemnifying Person has previously agreed to pay the extent that fees and expenses of counsel retained by an Indemnified Person, (ii) the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right Indemnifying Person has failed to assume the defense of such Claim or (iii) in the reasonable judgment of such Indemnified Person, based upon advice of its counsel, there is a conflict of interest between the Indemnifying Person and such Indemnified Person with respect to such Claim, then the reasonable fees and expenses of such Indemnified Person's counsel shall be at the expense of the Indemnifying Person, provided that the Indemnifying Person approves such counsel, which approval shall not be unreasonably withheld. So long as the Indemnifying Person is defending such Claim in good faith, the Indemnified Person will not settle such Claim without the Indemnifying Person's written consent, which consent shall not be unreasonably withheld, and the Indemnifying Person will not settle any Proceeding if (a) Claim on behalf of the Indemnitee Indemnified Person without the Indemnified Person's written consent, which consent shall have one or more legal or equitable defenses available to it which are different from or in addition to those not be unreasonably withheld. The Indemnified Person shall make available to the IndemnitorIndemnifying Person all records and other materials at the Indemnifying Person's expense, andas shall reasonably be required by the Indemnifying Person to contest such Claim. In the event there is a Claim for indemnification hereunder, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to Indemnifying Person shall have a material adverse effect on any other matter beyond the scope or limits reasonable period of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall time, not have assumed the defense of the Proceeding in a timely fashion (but in any event within to exceed thirty (30) days of notice of such Proceeding). If days, to resolve the Indemnitor, shall assume matter with the defense of person or entity making the Claim and to have the Claim dismissed as to any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedapplicable Indemnified Person.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled to indemnification under Sections 14.1 or 14.2 or any other provision 12.2 and 12.3 of this Agreement (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding with action for which indemnification may be available under Section 12.2 or 12.3, such indemnified party shall, if a claim in respect thereof is to any matter referred be made against an indemnifying party under such Section, give notice to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light indemnifying party of the circumstances then known commencement thereof, but the failure so to the Indemnitee to the notify that indemnifying party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein shall not relieve the Indemnitor it of its obligations hereunder any liability that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the Indemnitor defense of such action is prejudiced thereby. If In case any Proceeding is commenced such action shall be brought against any Indemnitee by a Third Partyan indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the Indemnitor indemnifying party shall be entitled to participate in such Proceeding and therein and, to the extent that it shall elect, to assume the defense thereof at with counsel reasonably satisfactory to such indemnified party and, after notice from the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any Proceeding other expenses, in each case incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel if (a) the Indemnitee shall have indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more legal or equitable defenses available to it which are different from or in addition to those and not available to the Indemnitorindemnifying party which defenses result in a conflict of interest. If an indemnifying party assumes the defense of such an action, and, in (a) no compromise or settlement thereof may be effected by the reasonable opinion indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission or any violation of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests law or any violation of the Indemnitee because such interests would be in conflict with those rights of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse any person and no effect on any other matter beyond claims that may be made against the scope or limits of the indemnification obligation of the Indemnitor; or indemnified party and (cii) the Indemnitor shall not have assumed the defense of the Proceeding sole relief provided is monetary damages that are paid in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving full by the claimant or indemnifying party and (b) the plaintiff of a full and unconditional release of the Indemnitee, from all Liability indemnifying party shall have no liability with respect to the matters that are subject to such Proceeding, any compromise or otherwise settlement thereof effected without its consent (which shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed).

Procedures for Indemnification. Except (a) THIRD PARTY CLAIMS. If a claim or demand is made against an NMR Indemnitee or a IMS HEALTH Indemnitee (each, an "Indemnitee") by any person who is not a party to this Agreement (a "Third Party Claim") as otherwise provided to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the "Indemnifying Party") in Section 12.3writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this AgreementThird Party Claim; PROVIDED, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, howeverHOWEVER, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof at with counsel selected by the Indemnitor’s sole expenseIndemnifying Party; providedPROVIDED that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, howeverthe Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; PROVIDED, that the Indemnitor such Indemnitee shall not have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Proceeding if (a) Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; PROVIDED, HOWEVER, that the Indemnitee shall have one the right to settle, compromise or more legal discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or equitable defenses available discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to it which are different from any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in addition to those available to connection with such Third Party Claim and releases the Indemnitor, and, Indemnitee completely in the reasonable opinion of outside counsel to connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; PROVIDED, counsel for HOWEVER, that the Indemnitor could Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not adequately represent exceed the interests amount that would be required to be paid by or on behalf of the Indemnitee because Indemnifying Party in connection with such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely settlement, compromise or discharge. If an Indemnifying Party elects not to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If foregoing, the Indemnitor, Indemnifying Party shall not be entitled to assume the defense of any ProceedingThird Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnitee Indemnifying Party shall be entitled to participate in any Proceeding at its expense, and assume the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release defense of the Indemnitee, from all Liability with respect portion relating to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmoney damages.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled pursuant to indemnification under Sections 14.1 or 14.2 or any other provision the provisions of this Agreement (the “Indemnitee”) Section 10 of written notice of the assertion or the commencement of any Proceeding with respect action, claim or proceeding involving the subject matter of the foregoing indemnity provisions, such indemnified party shall, if a claim thereof is to any matter referred be made against an indemnifying party pursuant to in Sections 14.1 or 14.2 or in any other applicable provision the provisions of this AgreementSection 10, promptly notify such indemnifying party of the commencement thereof; but the omission to so notify such indemnifying party shall not relieve it from any liability which it may have to the indemnified party otherwise than hereunder. In case such action, claim or proceeding is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof, the Indemnitee indemnifying party shall give written notice describing such claim or Proceeding in reasonable detail in light of have the circumstances then known right to participate in, and, to the Indemnitee extent that it may wish, to assume the party obligated defense or conduct thereof, with counsel reasonably satisfactory to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretosuch indemnified party; provided, however, that failure of if the Indemnitee to keep defendants in any action include both the Indemnitor reasonably informed as provided herein shall not relieve indemnified party and the Indemnitor of its obligations hereunder except to indemnifying party and the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee indemnified party shall have one or more reasonably concluded that there may be legal or equitable defenses available to it which are different from or in addition additional to those available to the Indemnitorindemnifying party, and, in the reasonable opinion or if there is a conflict of outside counsel to the Indemnitee, interest which would prevent counsel for the Indemnitor could indemnifying party from also representing the indemnified party, the indemnified party shall have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not adequately represent be liable to the interests indemnified party for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the proviso of the Indemnitee because such interests would be in conflict with those of the Indemnitor; preceding sentence, (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (cii) the Indemnitor indemnifying party shall not have assumed employed counsel satisfactory to the defense indemnified party to represent the indemnified party within a reasonable time after the notice of the Proceeding commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party, in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceedingsuch claim or litigation, shall, except with the Indemnitee shall be entitled consent of each indemnified party, consent to participate in entry of any Proceeding at its expense, and the Indemnitor shall judgment or enter into any settlement which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by release from all liability in respect to such claim or litigation. In the claimant or event the plaintiff proceeding is a tax audit, the indemnified party shall not take any action, including the extension of a full and unconditional release any applicable limitations period, without the express written consent of the Indemniteeindemnifying party, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise which consent shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except as otherwise provided in Section 12.3(a) If there occurs an event that either party asserts is an indemnifiable event pursuant to Sections 11.01 or 11.02, promptly after receipt by a the party entitled to seeking indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) shall promptly provide notice (the “Notice of written notice Claim”) to the other party or parties obligated to provide indemnification (the “Indemnifying Party”). Providing the Notice of Claim shall be a condition precedent to any liability of the assertion or Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder but only if and to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnitee and it shall provide a Notice of Claim to the Indemnifying Party of the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreementthereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee and, after notice from the Indemnifying Party to such Indemnitee of such election so to assume the defense thereof, the Indemnifying Party shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known not be liable to the Indemnitee to hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the party obligated to indemnify Indemnitee (Indemnitee, in connection with the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretodefense thereof other than reasonable costs of investigation; provided, however, that failure of if the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to keep result in a conflict of interest, then the Indemnitor reasonably informed as provided herein Indemnitee shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume defend, at the sole cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any Proceeding if (a) such claim or litigation, shall, except with the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion written consent of outside counsel to the each Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement that does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving release of the Indemnitee from all Liability in respect to such claim or litigation or that does not solely require the payment of money damages by the claimant Indemnifying Person with no further liability or obligation on the plaintiff part of a full the Indemnitee. The Indemnifying Party agrees to afford the Indemnitee and unconditional release its counsel, at the Indemnitee’s sole expense, the opportunity to be present at, and to participate in, conferences with all Persons, including any Governmental Authority, asserting any Claim against the Indemnitee or conferences with representatives of or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, from all Liability with respect to settle any Claim on terms that provide for (i) a criminal sanction against the matters that are subject to such ProceedingIndemnitee, (ii) injunctive relief affecting the Indemnitee, or otherwise shall have been approved (iii) prospective action or inaction by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “Indemnitee”) Tejas Indemnified Party of written notice of the assertion or the commencement of any Proceeding proceeding by a third-party with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this AgreementSection 8.01, the Indemnitee Tejas Indemnified Party shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known thereof to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”)Holders, and thereafter shall keep the Indemnitor Holders reasonably informed with respect thereto; provided, however, that failure of the Indemnitee Tejas Indemnified Party to keep give the Indemnitor reasonably informed Holders notice as provided herein shall not relieve the Indemnitor Holders of its their obligations hereunder hereunder, except to the extent that the Indemnitor is Holders are prejudiced thereby. A claim for indemnification for any matter not involving a third-party proceeding may be asserted by notice to the Holders and shall be paid promptly after such notice. If the facts pertaining to a Loss arise out of the claim of any Proceeding third party, or if there is commenced any claim against any Indemnitee a third party available by a Third Partyvirtue of the circumstances of the Loss, the Indemnitor shall be entitled to participate in such Proceeding and Holders may assume the defense or the prosecution thereof by prompt written notice to the Tejas Indemnified Party, including the employment of counsel or accountants, at its sole cost and expense. In connection therewith, the Indemnitor’s sole expenseHolders shall acknowledge that such claim is the proper subject of indemnification under Section 8.01; provided, however, that the Indemnitor foregoing shall not foreclose the Holders from taking the position that the Loss is governed by Section 8.06 hereof. The Tejas Indemnified Party shall have the right to employ counsel separate from counsel employed by the Holders in any such action and to participate therein, but the fees and expenses of such counsel employed by the Tejas Indemnified Party shall be at its sole cost and expense. Neither the Holders nor the Tejas Indemnified Party shall be liable for any settlement of any such claim effected without their respective prior written consent, which shall not be unreasonably withheld; provided that if the Holders do not assume the defense or prosecution of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event claim as provided above within thirty (30) days of after notice of thereof from the Tejas Indemnified Party, the Tejas Indemnified Party may settle such Proceeding)claim without the Holders' consent. If Whether or not the IndemnitorHolders choose to so defend or prosecute such claim, all the parties hereto shall assume cooperate in the defense of any Proceedingor prosecution thereof and shall furnish such records, the Indemnitee shall be entitled to participate in any Proceeding at its expenseinformation and testimony, and the Indemnitor shall not settle attend such Proceeding unless the settlement shall include conferences, discovery proceedings, hearings, trials and appeals, as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with respect to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to may be unreasonably withheld, conditioned or delayedreasonably requested in connection therewith.

Procedures for Indemnification. Except as otherwise provided in (a) If there occurs an event which either party asserts is an indemnifiable event pursuant to Section 12.36.1 or 6.2, promptly after receipt by a the party entitled to seeking indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the “"Indemnitee”") shall provide notice (the "Notice of written notice Claim") to the other party or parties obligated to provide indemnification (the "Indemnifying Party") promptly. Providing the Notice of Claim shall be a condition precedent to any liability of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”)Indemnifying Party hereunder, and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to keep the Indemnitor reasonably informed provide prompt notice as provided herein shall not will relieve the Indemnitor Indemnifying Party of its obligations hereunder except only to the extent that such failure prejudices the Indemnitor is prejudiced therebyIndemnifying Party hereunder. If In case any Proceeding is commenced such action shall be brought against any Indemnitee by and it shall provide a Third PartyNotice of Claim to the Indemnifying Party of the commencement thereof, the Indemnitor Indemnifying Party shall be entitled to participate in therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Proceeding and Indemnitee and, after notice from the Indemnifying Party to such Indemnitee of such election so to assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the Indemnitee, in connection with the defense thereof other than reasonable costs of investigation. The Indemnitee agrees to cooperate fully with the Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to assume participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any Proceeding if (a) such claim or litigation, shall, except with the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion consent of outside counsel to the each Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely consent to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense entry of any Proceeding, the Indemnitee shall be entitled to participate in judgment or enter into any Proceeding at its expense, and the Indemnitor shall settlement which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by release from all liability in respect to such claim or litigation. The Indemnifying Party agrees to afford the claimant Indemnitee and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including any Governmental and Regulatory Authority, asserting any claim against the Indemnitee or conferences with representatives of or counsel for such persons. In no event shall the plaintiff of a full and unconditional release Indemnifying Party, without the consent of the Indemnitee, from all Liability with respect to settle any claim on terms which provide for (i) a criminal sanction against the matters that are subject to such Proceeding, Indemnitee or otherwise shall have been approved by (ii) injunctive relief materially and adversely affecting the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. Except as otherwise provided in Section 12.3, promptly Promptly after receipt by a an indemnified party entitled pursuant to indemnification under the provisions of Sections 14.1 (b) or 14.2 or any other provision (c) of this Agreement (the “Indemnitee”) Section 7 of written notice of the assertion a third party claim or the commencement of any Proceeding with respect third party action pursuant to the provisions of such Sections 7(b) or (c), such indemnified party shall promptly notify such indemnifying party of the commencement thereof; but the omission to so notify such indemnifying party will not relieve it from any matter referred liability which it may have to in Sections 14.1 or 14.2 or in any other applicable provision the indemnified party otherwise than hereunder unless the indemnified party is materially prejudiced thereby. In case such action is brought against an indemnified party and it notifies the indemnifying party of this Agreementthe commencement thereof, the Indemnitee indemnifying party shall give written notice describing such claim or Proceeding in reasonable detail in light of have the circumstances then known right to participate in, and, to the Indemnitee extent that it may wish, to assume the party obligated defense thereof, with counsel reasonably satisfactory to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect theretosuch indemnified party; provided, however, that failure of if the Indemnitee to keep defendants in any action include both the Indemnitor reasonably informed as provided herein shall not relieve indemnified party and the Indemnitor of its obligations hereunder except to indemnifying party and the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Party, the Indemnitor shall be entitled to participate in such Proceeding and assume the defense thereof at the Indemnitor’s sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee indemnified party shall have one or more reasonably concluded that there may be legal or equitable defenses available to it which are different from or in addition additional to those available to the Indemnitorindemnifying party, and, in the reasonable opinion or if there is a conflict of outside counsel to the Indemnitee, interest which would prevent counsel for the Indemnitor could indemnifying party from also representing the indemnified party, the indemnified party shall have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not adequately represent be liable to the interests indemnified party pursuant to the provisions of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (bSections 7(b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) for any legal or other expense subsequently incurred by such indemnified party in connection with the Indemnitor defense thereof other than reasonable costs of investigation, unless (1) the indemnified party shall have promptly employed counsel in accordance with the proviso of the preceding sentence, (2) the indemnifying party shall not have assumed employed counsel reasonably satisfactory to the defense indemnified party to represent the indemnified party within a reasonable time after the notice of the Proceeding commencement of the action, or (3) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party, in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceedingsuch claim or litigation, shall, except with the Indemnitee shall consent of each indemnified party (such consent not to be entitled unreasonably withheld), consent to participate in entry of any Proceeding at its expense, and the Indemnitor shall judgment or enter into any settlement which does not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee, from all Liability with liability in respect to the matters that are subject to such Proceeding, claim or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedlitigation.

Procedures for Indemnification. Except as otherwise provided in Section 12.3(a) THIRD PARTY CLAIMS. If a claim or demand is made against an IMS Indemnitee or a ST Indemnitee (each, promptly after receipt by a party entitled to indemnification under Sections 14.1 or 14.2 or any other provision of this Agreement (the an “Indemnitee”) by any person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) business days) after receipt by such Indemnitee of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this AgreementThird Party Claim; PROVIDED, the Indemnitee shall give written notice describing such claim or Proceeding in reasonable detail in light of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, howeverHOWEVER, that failure of the Indemnitee to keep the Indemnitor reasonably informed as provided herein give such notification shall not relieve affect the Indemnitor of its obligations indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnitor is prejudiced therebyIndemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five (5) 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 any Proceeding is commenced against any Indemnitee by a Third PartyParty Claim is made against an Indemnitee, the Indemnitor Indemnifying Party shall be entitled to participate in such Proceeding the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof at with counsel selected by the Indemnitor’s sole expenseIndemnifying Party; providedPROVIDED that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, howeverthe Indemnifying Party shall, within thirty 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; PROVIDED that the Indemnitor such Indemnitee shall not have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Proceeding if (a) Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party’s prior written consent; PROVIDED, HOWEVER, that the Indemnitee shall have one the right to settle, compromise or more legal discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or equitable defenses available discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to it which are different from any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in addition to those available to connection with such Third Party Claim and releases the Indemnitor, and, Indemnitee completely in the reasonable opinion of outside counsel to connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; PROVIDED, counsel for HOWEVER, that the Indemnitor could Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party’s indemnification obligation with respect to such Third Party Claim shall not adequately represent exceed the interests amount that would be required to be paid by or on behalf of the Indemnitee because Indemnifying Party in connection with such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely settlement, compromise or discharge. If an Indemnifying Party elects not to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If foregoing, the Indemnitor, Indemnifying Party shall not be entitled to assume the defense of any ProceedingThird Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnitee Indemnifying Party shall be entitled to participate in any Proceeding at its expense, and assume the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release defense of the Indemnitee, from all Liability with respect portion relating to the matters that are subject to such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayedmoney damages.

Procedures for Indemnification. Except as otherwise provided in Section 12.3In the event that any claim is ------------------------------ asserted against any party hereto, promptly after receipt by or any party hereto is made a party entitled to indemnification under Sections 14.1 defendant in any action or 14.2 proceeding, and such claim, action or any other provision proceeding involves a matter which is the subject of this Agreement indemnification, then such indemnified party (the “Indemnitee”an "Indemnified Party") of written notice of the assertion or the commencement of any Proceeding with respect to any matter referred to in Sections 14.1 or 14.2 or in any other applicable provision of this Agreement, the Indemnitee shall give written prompt notice describing thereof to the indemnifying party (an "Indemnifying Party") of such claim, action or proceeding (although the failure to give such notice shall not limit an Indemnified Party's right to indemnification unless the Indemnifying Party is prejudiced in defending such claim or Proceeding in reasonable detail in light by such lack of the circumstances then known to the Indemnitee to the party obligated to indemnify Indemnitee (the “Indemnitor”notice), and thereafter such Indemnifying Party shall keep have the Indemnitor right to join in the defense of said claim, action or proceeding at such Indemnifying Party's own cost and expense and, if the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken and if the Indemnified Party is reasonably informed with respect thereto; provided, however, that failure assured of the Indemnitee Indemnifying Party's ability to keep satisfy such agreement, then at the Indemnitor reasonably informed as provided herein shall not relieve option of the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any Proceeding is commenced against any Indemnitee by a Third Indemnifying Party, such Indemnifying Party may take over the Indemnitor shall be entitled to participate defense of such claim, action or proceeding, except that, in such Proceeding and assume case, the Indemnified Party shall have the right to join in the defense thereof of said claim, action or proceeding at the Indemnitor’s sole its own cost and expense; provided, however, -------- ------- that the Indemnitor shall not have the right to assume the defense of any Proceeding if (a) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of outside counsel to the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests would be in conflict with those of the Indemnitor; (b) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor; or (c) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within thirty (30) days of notice of such Proceeding). If the Indemnitor, shall assume the defense of any Proceeding, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor Indemnifying Party shall not settle such Proceeding unless or compromise any claim, action or proceeding without the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release prior written consent of the IndemniteeIndemnified Party which will not be unreasonably withheld or delayed; and provided, from further, that no consent -------- ------- shall be necessary if the Indemnified Party shall be unconditionally released and completely reimbursed for all Liability with Losses in respect of such claim. No claim will be subject to indemnification which is not asserted prior to the matters that are subject expiration of the Survival Period (as defined in Section 8.4 hereof). Subject to Section 9.17 hereof, after the Effective Date, Chopra and Swadesh Chopra arx xxxxxx xx- xointed and shall act as agents for the Corporation and the Stockholders for purposes of responding to indemnification claims by CPI and coordinating the legal defense thereof if, in Chopra's or Swadesh Chopra's xxxxxxxx xx xx xesirable and appropriate to assume such Proceeding, or otherwise shall have been approved by the Indemnitee, such approval not to be unreasonably withheld, conditioned or delayeddefense.