Common use of Procedures for Indemnification Clause in Contracts

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The party claiming the indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures (a) If a party entitled to indemnification under this Section 11 (an “Indemnified Party”) asserts that it has suffered or incurred a Loss for which it is entitled to indemnification or that a party obligated to indemnify it has become obligated to such Indemnified Party, 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 or a party obligated to indemnify it has become obligated to an Indemnified Party, such Indemnified Party shall give prompt written notice to (i) in the case of a claim for indemnification shall be as follows: A. The party claiming pursuant to Section 11.2(a), the applicable Seller against whom such claim is asserted, (ii) in the case of a claim for indemnification pursuant to Section 11.2(b), the Seller Representative, and (iii) in the "Claimant") shall promptly give case of a claim for indemnification pursuant to Section 11.3, the Buyer (each such person, an “Indemnifying Party”). No delay in delivering such written notice to the party Indemnifying Party shall relieve the Indemnifying Party from whom 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 claimed 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 "“Response Period”), the Indemnifying Party shall deliver to the Indemnified Party a written response to such notice. If, during the Response Period, the Indemnifying Party delivers a written notice disputing the Indemnified Party") ’s entitlement to indemnification of any claimthe Losses described in such notice, whether between the parties or brought by a third party, specifying (i) shall use their commercially reasonable efforts to settle such disputed matters within 30 days following the factual basis for such claim, and (ii) the amount expiration of the claimResponse Period. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to the parties hereto during any such negotiations and any subsequent dispute arising therefrom. If the claim relates parties are unable to an reach agreement within such 30-day period, the dispute may be resolved by any legally available means consistent with the provisions of Section 15.2. (b) This Section 11.5(b) shall apply to any suit, action, suit investigation, claim or proceeding filed asserted by a third party against Claimant, such notice an Indemnified Party (a “Third-Party Claim”). The parties hereto shall be given by Claimant within five (5) days after cooperate and provide reasonable assistance in the defense or prosecution thereof. The Indemnified Party may not settle or compromise any Third-Party Claim without the prior written notice consent of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days not to make such investigation be unreasonably withheld, conditioned or delayed). No Indemnified Party nor any of its Affiliates will admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim without the prior written consent of the claim as the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The Indemnified Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or will cooperate with each other in all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate reasonable respects in or assume control of connection with the defense of any Third-Party Claim, including making available records relating to such claimThird-Party Claim and furnishing, and the Claimant shall cooperate fully with the Indemnifying Party, subject to without expense (other than reimbursement for reasonable of actual out-of-pocket expenses incurred by expenses) to the Claimant defending party, management employees of the non-defending party as may be reasonably necessary for the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control preparation of the defense of any thirdsuch Third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expenseParty Claim. D. If a claim, whether between (c) To the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense extent of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 conflict between Section 10.2(b) and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.411.5, any indemnification claims by such parties Section 10.2(b) shall be made by and through the Claimantgovern.

Procedures for Indemnification. The procedures for (a) A Party seeking indemnification shall be as follows: A. The party claiming the indemnification pursuant to Section 7.2 or Section 7.3 (the "Claimant"“Indemnified Party”) shall promptly give provide prompt written notice to the party from whom Party required to provide indemnification is claimed under Section 7.2 or Section 7.3 (the "“Indemnifying Party"”) of any claimevent, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed carried out by a third party against Claimant(“Third Party Claim”) for which the Indemnified Party is entitled to indemnification under this Article VII. The Indemnifying Party will have the right to direct, through counsel of its choice, the defense or settlement of any Third Party Claim at its own expense. The Indemnified Party may participate in such notice shall be given by Claimant within five (5) days after written notice defense at its own expense. The Indemnified Party will promptly provide the Indemnifying Party with reasonable access to the Indemnified Party’s records and personnel relating to any Third Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or settlement of such action, suit or proceeding was given a Third Party Claim. The Indemnifying Party will reimburse the Indemnified Party for all of its reasonable out of pocket costs related to Claimanta Third Party Claim. B. Following receipt (b) The Indemnified Party will not pay, or permit to be paid, any part of notice any Loss arising from a Third Party Claim, unless the Claimant Indemnifying Party consents in writing to such payment (which consent will not be unreasonably withheld or delayed) 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 Loss. No Third Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, unless the judgment or proposed settlement involves only the payment of money damages and does not seek to impose equitable relief. (c) If the Indemnifying Party fails to defend a Third Party Claim or withdraws from defending such a claim, then the Indemnified Party will have the right to undertake the defense or settlement of the applicable Third Party Claim and seek reimbursement under this Agreement. If the Indemnified Party assumes the defense of a Third Party Claim pursuant to this Section 8.4 and proposes to settle such claim prior to a final judgment or to not pursue an appeal, then the Indemnified Party will give the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant prompt written notice and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall will have the right to participate in the settlement or assume or reassume the defense of such claim Third Party Claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If sole cost and expense of the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claimParty. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification (a) Other than with respect to Third Party Claims, which shall be as follows: A. The party claiming governed by Section 5.4(b), each Fortive Indemnitee and Ralliant Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article V or pursuant to any Ancillary Agreement to make such indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”), within forty-five (45) days of any claimsuch determination, whether between the parties or brought by a third party, specifying (i) the factual basis for stating in such claim, and (ii) written notice the amount of the claimIndemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of forty-five (45) days after receipt of a notice under this Section 5.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim relates in whole or in part, the disputed matter shall be resolved in accordance with Article VII. (b) If a claim or demand is made against an Indemnitee by any Person who is not a party to an action, suit this Agreement (a “Third Party Claim”) as to which such Indemnitee is or proceeding filed by a third party against Claimantmay be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing (which notice shall obligation may be given satisfied by Claimant providing copies of all notices and documents received by the Indemnitee relating to the Third Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within the earlier of (x) forty-five (545) days or (y) two (2) Business Days prior to the final date of the applicable response period under such Third Party Claim) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such actionThird Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, suit or proceeding was given the Indemnitee shall deliver to Claimantthe Indemnifying Party, promptly (and in any event within ten (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. For all purposes of this Section 5.4(b), each Party shall be deemed to have notice of the matters set forth on Schedule 1.1(81)(viii). B. Following receipt (c) Other than in the case of notice from (i) Taxes addressed in the Claimant Tax Matters Agreement, which shall be addressed as set forth therein or (ii) indemnification by a beneficiary Party of a claimguarantor Party pursuant to Section 2.9(c) (the defense of which shall be controlled by the beneficiary Party), the Indemnifying Party shall have be entitled, if it so chooses, to assume the defense thereof, and if it does not assume the defense of such Third Party Claim, to participate in the defense of any Third Party Claim in accordance with the terms of Section 5.5 at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable to the Indemnitee, within thirty (30) days to make such investigation of the claim as receipt of an indemnification notice from such Indemnitee; provided, however, that the Indemnifying Party deems necessary shall not be entitled to assume the defense of any Third Party Claim to the extent such Third Party Claim (x) is an Action by a Governmental Entity, (y) involves an allegation of a criminal violation or desirable(z) seeks injunctive relief against the Indemnitee. For In connection with the purposes Indemnifying Party’s defense of a Third Party Claim, such investigationIndemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise or settlement thereof, at its own expense and, in any event, shall cooperate with the Claimant agrees to Indemnifying Party in such defense and make available to the Indemnifying Party and/or its authorized representative(s) Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and information relied upon in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Claimant to substantiate Indemnifying Party; provided, however, that in the claim. If the Claimant and event of a conflict of interest between the Indemnifying Party agree at or prior to and the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claimapplicable Indemnitee(s), or in the event that any Third Party Claim seeks equitable relief which would restrict or limit the future conduct of the Indemnitee’s business or operations, such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter; provided, further, that if the Indemnifying Party does not respond has assumed the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions to such noticedefense or to its liability therefor, then, in any such case, the Indemnifying Party shall immediately pay to the Claimant the full amount reasonable fees and expenses of the claim. Buyer one separate counsel for all Indemnitees shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and borne by the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Party. The Indemnifying Party shall have the right at its own expense, to participate in compromise or assume control of settle a Third Party Claim the defense of which it shall have assumed pursuant to this Section 5.4(c) and any such claimsettlement or compromise made or caused to be made of a Third Party Claim in accordance with this Article V shall be binding on the Indemnitee, and in the Claimant shall cooperate fully with same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying PartyParty shall not settle any such Third Party Claim without the written consent of the Indemnitee unless such settlement (A) completely and unconditionally releases the Indemnitee in connection with such matter, subject to reimbursement for reasonable actual out-of-pocket expenses incurred (B) provides relief consisting solely of money damages borne by the Claimant as Indemnifying Party and (C) does not involve any admission by the result Indemnitee of any wrongdoing or violation of Law. (d) If an Indemnifying Party fails for any reason to assume responsibility for defending a request by Third Party Claim within the period specified in this Section 5.4, such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. If an Indemnifying Party has failed to assume the defense of the Third Party Claim within the time period specified in clause (c) above, it shall not be a defense to any obligation to pay any amount in respect of such Third Party Claim that the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such claim at its own expense. D. If a claimdefense were not accepted or adopted, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the that such Indemnifying Party does not elect to assume control approve of the quality or otherwise participate in manner of the defense thereof or that such Third Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability. (e) Except as otherwise set forth in Section 6.5 and Section 7.3, or to the extent set forth in any third party claimAncillary Agreement, it absent fraud or willful misconduct by an Indemnifying Party, the indemnification provisions of this Article V shall be bound by the results obtained in good faith by the Claimant sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement or any Ancillary Agreement and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to such claimthe foregoing other than under this Article V against any Indemnifying Party. For the avoidance of doubt, all disputes in respect of this Article V shall be resolved in accordance with Article VII. F. The indemnification rights provided (f) Each Party hereby covenants and agrees that none of it, its Subsidiaries or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in Sections 10.2 the world, alleging that: (a) the assumption of any Fortive Liabilities by the Ralliant Group the terms and 10.3 shall extend conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Fortive Liabilities by the Fortive Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason, or (c) the provisions of this Article V are void or unenforceable for any reason. (g) Notwithstanding the foregoing, to the shareholdersextent any Ancillary Agreement provides procedures for indemnification that differ from the provisions set forth in this Section 5.4, directors, officers, partners employees and representatives the terms of the Claimant although Ancillary Agreement will govern. (h) The provisions of this Article V shall apply to Third Party Claims that are already pending or asserted as well as Third Party Claims brought or asserted after the date of this Agreement. There shall be no requirement under this Section 5.4 to give a notice with respect to any Third Party Claim that exists as of the Effective Time. The Parties acknowledge that Liabilities for Actions (regardless of the purpose parties to the Actions) may be partly Fortive Liabilities and partly Ralliant Liabilities. If the Parties cannot agree on the allocation of any such Liabilities for Actions, they shall resolve the matter pursuant to the procedures set forth in this Section 10.4Article VII. Neither Party shall, any indemnification nor shall either Party permit its Subsidiaries to, file Third Party Claims or cross-claims by such parties shall be made by and through against the Claimantother Party or its Subsidiaries in an Action in which a Third Party Claim is being resolved.

Procedures for Indemnification. The procedures for indemnification An indemnified party hereunder shall be as follows: A. The party claiming notify the indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") indemnifying party, in writing, of any claim, whether between the parties or brought by a third partyclaim for indemnification, specifying (i) in reasonable detail the factual basis for such claimnature of the Claims and Losses and, and (ii) if known, the amount or an estimate of the amount of the claimClaims and Losses. If In the event of a claim relates to an actionby any third party, suit or proceeding filed by if there is any claim against a third party against Claimantavailable by virtue of the circumstances of the Claims and Losses, such notice shall be given the indemnifying party may assume the defense or the prosecution thereof by Claimant within five (5) days after prompt written notice to indemnified party including the employment of counsel or accountants, at its cost and expense; provided, however, if the defendants in any such action include both the indemnifying party and the indemnified party and such parties shall have reasonable concluded that there may be a conflict between the positions of such parties in conducting the defense of any such action, suit the indemnified party shall have the right to select separate legal counsel to assume such defense and otherwise participate in such action at the indemnifying party’s expense. The indemnified party shall have the right to employ counsel separate from counsel employed by the indemnifying party in any such action and to participate therein, but the fees and expenses of such counsel employed by the indemnified party shall be at its expense. The indemnifying party shall not be liable for any settlement of any such Claims and Losses effected without its prior written consent, which shall not be unreasonably withheld; provided that if the indemnifying party does not assume the defense or proceeding was given to Claimant. B. Following receipt of notice from the Claimant prosecution of a claim, the Indemnifying Party shall have third-party claim as provided above within thirty (30) days after notice thereof from the indemnified party, the indemnified party may settle such claim without the indemnifying party’s consent. The indemnifying party shall not agree to make such investigation a settlement of any Claims and Losses which provides for any relief other than the payment of monetary damages or which could have a material precedential impact or effect on the business or financial condition of the claim as indemnified party without the Indemnifying Party deems necessary indemnified party’s prior written consent. Whether or desirable. For not the purposes of such investigation, the Claimant agrees indemnifying party chooses to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at so defend or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of prosecute such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant both parties shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of or prosecution thereof and shall furnish such claim at its own expenserecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for (a) An Indemnification Claim will be made by Indemnitee by delivery of a written declaration to Indemnitor requesting indemnification shall be as follows: A. The party claiming and specifying the indemnification (the "Claimant") shall promptly give notice to the party from whom basis on which indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, sought and (ii) the amount of asserted Losses and, in the claim. case of a Third Party Claim, containing such other information as Indemnitee will have concerning such Third Party Claim. (b) If the claim relates to an action, suit or proceeding filed by Indemnification Claim involves a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Third Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of Claim the procedures set forth in Section 16.5 hereof will be observed by Indemnitee and Indemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitor will have ten (10) days to object to such Indemnification Claim by delivery of a written notice of such objection to Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object will constitute acceptance of the Indemnification Claim by the Indemnitor and the Indemnification Claim will be paid in accordance with Section 16.4(d). If any objection is timely interposed by the Indemnitor and the dispute is not resolved within fifteen (15) days from the date Indemnitee receives such objection, such dispute will be resolved as provided in Section 18.12 of this Section 10.4Agreement. (d) Upon determination of the amount of an Indemnification Claim (including a Third Party Claim), any indemnification claims whether by agreement between Indemnitor and Indemnitee, by an arbitration award or otherwise, Indemnitor will pay the amount of such parties shall be made by and through Indemnification Claim within ten (10) days of the Claimantdate such amount is determined.

Procedures for Indemnification. The procedures Whenever a claim shall arise for indemnification shall be as follows: A. The under this Article XI, the party claiming the entitled to indemnification (the "ClaimantINDEMNIFIED PARTY") shall promptly give notice to notify the party from whom which indemnification is claimed sought (the "Indemnifying PartyINDEMNIFYING PARTY") of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim, whether between the parties claim for indemnification hereunder resulting from or brought in connection with any claim or Legal Proceeding by a third party, specifying (i) the factual basis for Indemnified Party shall give such claimnotice 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 (ii) in any event within five Business Days following receipt of notice thereof. Failure to give such notice in a timely manner shall not release the amount Indemnifying Party from its obligations under Section 11.2, except to the extent that the Indemnifying Party is prejudiced by such failure. In the event of the claim. If the any such claim relates to an action, suit for indemnification resulting from or proceeding filed in connection with a claim or Legal Proceeding by a third party against Claimantparty, such 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 reasonably satisfactory to the Indemnified Party (and whose fees shall be given borne by Claimant within five (5) days after written notice of the Indemnifying Party). If an Indemnifying Party assumes the defense of, and the full responsibility for paying or otherwise discharging, any such action, suit claim or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claimLegal Proceeding, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply take all steps necessary in the defense thereof including the settlement of any or all case that involves solely monetary damages without the consent of the Accounts Receivable collected on behalf Indemnified Party; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of Seller to a claim as to which Buyer is entitled to indemnification hereunderits choice without any right of control thereof. If The Indemnifying Party, if it has assumed the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to defense of any claim or Legal Proceeding by a third party as provided herein, shall not consent to, or enter into, any compromise or settlement of (which settlement (i) commits the Indemnified Party to take, or to forbear to take, any action or (ii) does not provide for a full and complete written release by such third party of the Indemnified Party), or consent to the entry of any judgment that does not relate solely to monetary damages arising from, any such claim or Legal Proceeding by a third party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Claimant 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 entitled sought pursuant to indemnification hereunderthis Article XI, including by providing the other party with reasonable access to employees and officers (including as witnesses) and other information at the Indemnifying Party's expense. So long as the Indemnifying Party is in good faith defending such claim or proceeding, the Indemnified Party shall have not compromise or settle such claim without the right at its own expense, to participate in or assume control prior written consent of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Partywhich consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claimsuch claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it shall be bound by may deem appropriate, including settling such claim or litigation (after giving prior written notice of the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend same to the shareholders, directors, officers, partners employees Indemnifying Party and representatives obtaining the prior written consent of the Claimant although for Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the purpose Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the ClaimantArticle XI.

Procedures for Indemnification. The procedures for As used herein, an “Indemnified Party” means a party seeking indemnification shall be as follows: A. The party claiming pursuant to ARTICLE 10, and the indemnification (the "Claimant") shall promptly give notice to term “Indemnifying Party” means the party from whom who is obligated to provide indemnification is claimed (under ARTICLE 10. The Indemnified Party agrees to give the "Indemnifying Party") Party prompt written notice of any event, or any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit suit, demand, assessment, investigation, arbitration or other proceeding filed by or in respect of a third party against Claimant(a “Third-Party Claim”) of which it has knowledge, for which such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given Indemnifying Party is entitled to Claimant. B. Following receipt of notice from indemnification under this ARTICLE 10. In the Claimant case of a claimThird-Party Claim, the Indemnifying Party shall will have thirty (30) days the right to make direct, through counsel of its own choosing, the defense or settlement of any such investigation 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 claim as Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party deems necessary or desirable. For with access to the purposes of Indemnified Party’s records and personnel relating to any such investigation, the Claimant agrees to make available to Third-Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party and/or its authorized representative(s) in the information relied upon by the Claimant to substantiate the claim. If the Claimant defense or settlement of such Third-Party Claim, and the Indemnifying Party agree at or prior to will reimburse the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Indemnified Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or for all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket costs and expenses incurred by in providing such access, personnel and cooperation. Upon assumption of the Claimant as the result defense of a request any 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 (which consent will not be unreasonably withheld) 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. No such Third-Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, which consent will not be unreasonably withheld. If the Indemnifying Party elects fails to assume control of defend or fails to prosecute or withdraws from such defense, 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 thirdsuch Third-party claimParty 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 Claimant shall Indemnified Party will give the Indemnifying Party prompt written notice thereof and the Indemnifying Party will have the right to participate in the settlement or assume or reassume the defense of such claim at its own expenseThird-Party Claim. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The party claiming the indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The party claiming the indemnification (the a) ment (a "ClaimantThird Party Claim") as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall promptly give notice to notify the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claimParty in writing, and (ii) the amount in reasonable detail, of the claim. If the claim relates to an action, suit or proceeding filed Third Party Claim promptly (and in any event within 15 business days) after receipt by a third party against Claimant, such notice shall be given by Claimant within five (5) days after Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such actionnotification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, suit or proceeding was given the Indemnitee shall deliver to Claimant. B. Following the Indemnifying Party, promptly (and in any event within 15 business days) after the Indemnitee's receipt thereof, copies of notice from all notices and documents (including court papers) received by the Claimant of Indemnitee relating to the Third Party Claim. If a claimThird Party Claim is made against an Indemnitee, the Indemnifying Party shall have thirty (30) days be entitled to make participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such investigation of counsel is not reasonably objected to by the claim as Indemnitee. Should the Indemnifying Party deems necessary or desirable. For so elect to assume the purposes defense of such investigation, the Claimant agrees to make available to the Indemnifying a Third Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such noticeClaim, the Indemnifying Party shall immediately pay not be liable to the Claimant the full amount of the claim. Buyer shall be entitled to apply any Indemnitee for legal or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket other expenses subsequently incurred by the Claimant as Indemnitee in connection with the result of a request by the Indemnifying Partydefense thereof. If the Indemnifying Party elects to assume control of the defense of any third-party claimassumes such defense, the Claimant Indemnitee shall have the right to participate in the defense of such claim thereof and to employ counsel, at its own expense. D. If a claim, whether between separate from the parties or counsel employed by a third partythe Indemnifying Party, requires immediate action, it being understood that the parties will make all reasonable efforts 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 reach a decision with respect thereto 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 expeditiously as possible. E. provided above). If the Indemnifying Party does not elect so elects to assume control or otherwise participate in the defense of any third party claimThird Party Claim, it all of the Indemnitees shall be bound by cooperate with the results obtained Indemnifying Party in good faith by the Claimant 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 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 the Indemnifying Party from its indemnification obligation hereunder with respect to such claim. F. The indemnification rights provided Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in Sections 10.2 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 10.3 shall extend that by its terms obligates the Indemnifying Party to pay the shareholders, directors, officers, partners employees and representatives full amount of the Claimant although 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 Third Party Claim (and shall be liable for the purpose 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 procedures set forth in this Section 10.4Third Party Claim can be so separated from that for money damages, any indemnification claims by such parties the Indemnifying Party shall be made by and through entitled to assume the Claimantdefense of the portion relating to money damages.

Procedures for Indemnification. The procedures As used herein, an "Indemnified Party" means a Party seeking indemnification for indemnification shall be any Loss (including, but not limited to attorneys fees) pursuant to Section 10.2 or 10.3 hereof, as follows: A. The party claiming applicable, and the indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the term "Indemnifying Party" means the Party who is obligated to provide indemnification under Section 10.2 or Section 10.3, as applicable. 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 any claimwhich it has knowledge, whether between for which such Indemnified Party is entitled to indemnification under this Article 10. In the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant case of a claimThird Party Claim, the Indemnifying Party shall will have thirty (30) days the right to make direct, through counsel of its own choosing, the defense or settlement of any such investigation 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 claim as Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party deems necessary or desirable. For with access to the purposes of Indemnified Party's records and personnel relating to any such investigation, the Claimant agrees to make available to Third Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party and/or its authorized representative(s) in the information relied upon by the Claimant to substantiate the claim. If the Claimant defense or settlement of such Third Party Claim, and the Indemnifying Party agree at or prior to will reimburse the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Indemnified Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or for all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket costs and expenses incurred by in providing such access, personnel and cooperation. Upon assumption of the Claimant as the result defense of a request any 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 (which consent will not be unreasonably withheld) 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. No such Third Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, which consent will not be unreasonably withheld. If the Indemnifying Party elects fails to assume control of defend or fails to prosecute or withdraws from such defense, 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 third-party claimsuch Third Party Claim pursuant to this Section and proposes to settle such claim prior to a final judgment thereon or to forgo appeal with respect thereto, then the Claimant shall Indemnified Party will give the Indemnifying Party prompt written notice thereof and the Indemnifying Party will have the right to participate in the settlement or assume or reassume the defense of such claim at its own expenseThird Party Claim. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification obligations and -------------------------------- liabilities of the parties with respect to an Indemnification Claim shall be as followssubject to the following terms and conditions: A. The party claiming the indemnification (the "Claimant"i) an Indemnification Claim shall promptly give be made by a STR Indemnitee by delivery of a written notice to the party Controlling Shareholder Indemnitor's Representative requesting indemnification from whom the Controlling Shareholder Indemnitor and specifying the basis on which indemnification is claimed sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (the "Indemnifying Party"by attachment or otherwise) of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Controlling Shareholder Indemnitee by delivery of a written notice to the STR Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the claim. If the claim relates to an actioncase of a Third Party Claim, suit containing (by attachment or proceeding filed by a third party against Claimant, otherwise) such notice other information as such Indemnitee shall be given by Claimant within five (5) days after written notice of have concerning such action, suit or proceeding was given to ClaimantThird Party Claim. B. Following receipt of notice from (iii) if the Claimant of Indemnification Claim involves a claimThird Party Claim, the Indemnifying procedures set forth in Section 8.5 hereof shall also be observed by ----------- the Indemnitee and the Indemnitors' Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors' Representative shall have thirty (30) days to make object to such investigation Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the claim as Indemnification Claim by the Indemnifying Party deems necessary Indemnitors' Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors' Representative and the Indemnitee or desirable. For the purposes of such investigationotherwise, the Claimant agrees to make available to Indemnitors shall pay the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount Indemnification Claim within ten (10) days of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer date such amount is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedydetermined. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures (1) If a Buyer Indemnified Party or Seller Indemnified Party receives notice or otherwise obtains knowledge of any matter (and with respect to any claim under Section 5.15(b)(1)(x), any third party claim), for which such Buyer Indemnified Party or Seller Indemnified Party is reasonably likely to be entitled to indemnification shall and to be as follows: A. The party claiming held harmless under this Section 5.15 (a “Claim”) based on the indemnification (information available, then the "Claimant") Indemnified Party shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party"and within twenty (20) of any claim, whether between the parties or brought by a third party, specifying (idays) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available deliver to the Indemnifying Party and/or its authorized representative(s) a written notice describing with reasonable specificity the information relied upon nature and basis, and estimated amount, of such Claim and, if available, such notice must be accompanied by a copy of any written notice to such Indemnified Party asserting the Claim. The Indemnified Party shall deliver to Indemnifying Party copies of all other notices and documents received by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Indemnified Party agree at or prior relating to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) Claim. Subject to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereofSection 5.15(d)(2), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right right, at its own expenseoption, to participate in or assume control the defense of any such matter with its own counsel. Prior to the time the Indemnified Party is notified by Parent and Seller as to whether the Indemnifying Party will assume the defense of such claimClaim, and the Claimant Indemnified Party shall cooperate fully take all actions reasonably necessary to timely preserve the collective rights of the parties with respect to such Claim, including responding timely to legal process. (2) The Indemnifying Party shall have the Indemnifying Party, subject right to reimbursement for reasonable actual out-of-pocket expenses incurred by elect to assume the Claimant as the result defense of a request by the Indemnifying Partyany Claim. If the Indemnifying Party elects to assume control of the defense of any third-party claimsuch Claim, then, notwithstanding anything to the contrary contained in this Agreement, the Claimant Indemnifying Party shall have not be required to pay or otherwise indemnify the right Indemnified Party for any attorneys’ fees or other expenses incurred on behalf of the Indemnified Party in connection with defending such matter following the Indemnifying Party’s election to participate in assume the defense of such claim at matter, unless (x) the Indemnified Party reasonably shall have concluded (upon advice of its own expense. D. If a claimcounsel) that there may be one or more legal defenses available to such Indemnified Party or other Indemnified Parties that are not available to the Indemnifying Party, whether between or (y) the parties or by a third partyIndemnified Party reasonably shall have concluded (upon advice of its counsel) that, requires immediate actionwith respect to such Claim, the parties will Indemnified Party and the Indemnifying Party may have different, conflicting or adverse legal positions or interests, in which case, the Indemnifying Party shall not be permitted to assume the defense of such Claim. The Indemnified Party shall make available to the Indemnifying Party all books, records and other documents and materials that are under the direct or indirect control of the Indemnified Party or any of its Representatives and that the Indemnifying Party considers necessary or desirable in connection with such Claim, and cooperate in all reasonable efforts ways with, and make its employees and advisors available or otherwise render reasonable assistance to, the Indemnifying Party and its Representatives. The Indemnifying Party shall not, without the written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed, settle or compromise any pending or threatened Legal Proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to reach a decision such Legal Proceeding) or consent to the entry of any judgment which does not, to the extent that the Indemnified Party may have any liability with respect thereto to such Legal Proceeding or related Claim), include as expeditiously as possible. E. an unconditional term thereof a written release of the Indemnified Party from all liability in respect of such Legal Proceeding and Claim. If the Indemnifying Party does elects not elect to assume control (or otherwise participate is not permitted to assume in accordance with this paragraph) the defense of any third party claimsuch Claim, then the Indemnified Party shall control the defense of such Claim with the assistance of counsel reasonably satisfactory to the Indemnifying Party (it being understood and agreed that only the reasonable, documented, out of pocket fees and expenses of one counsel to all applicable Indemnified Parties, and if reasonably necessary, one local counsel in any relevant jurisdiction, shall be bound reimbursed by and deemed Losses for all purposes hereunder); provided, that the results obtained in good faith by the Claimant Indemnified Party shall not settle or compromise such matter, or admit any liability with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 matter, without the prior written consent of the Indemnifying Party, which shall extend not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the shareholderscontrary in Section 5.15(b)(1)(y), directors, officers, partners employees and representatives of the Claimant although Parties shall work together in good faith to expeditiously resolve any Claim; provided that this shall not be construed to require any Indemnified Party to pay any monies or agree to any release that does not provide for the purpose release of the procedures set forth such Indemnified Party from all liability in this Section 10.4, respect of any indemnification claims by such parties shall be made by and through the ClaimantClaim.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The party claiming the indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures Subject to the following sentence, whenever a claim shall arise for indemnification shall be as follows: A. The party claiming under this Article 10A, the indemnification (the "Claimant") Indemnified Party shall promptly give notice to notify the party from whom indemnification is claimed (Indemnifying Party of such claim within the "Indemnifying Party") period provided in Section 10.01 and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim, whether between the parties claim for indemnification under this Article 10A resulting from or brought in connection with any claim or Legal Proceeding by a third party, specifying the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten (i10) Business Days prior to the factual basis for such claimtime any response to the asserted claim is required, if possible, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant in any event within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following 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 submit such claims to the 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 Indemnifying Party and provided further that nothing contained herein shall extend the time limits set forth in Section 10.10 hereof. 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 Claimant 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 Indemnifying Party’s rights to take control of the defense and investigation of any third party claim shall not be deemed a claimwaiver 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 have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply take all steps necessary in the defense thereof including the settlement of any or all case that involves solely monetary damages without the consent of the Accounts Receivable collected on behalf Indemnified Party; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of Seller to a claim as to which Buyer is entitled to indemnification hereunderits choice without any right of control thereof. If The Indemnifying Party, if it has assumed the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to defense of any claim or Legal Proceeding by a third party as provided herein, shall not consent to, or enter into, any compromise or settlement of (which settlement (i) commits the Indemnified Party to take, or to forbear to take, any action or (ii) does not provide for a full and complete written release by such third party of the Indemnified Party), or consent to the entry of any judgment that does not relate solely to monetary damages arising from, any such claim or Legal Proceeding by a third party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Claimant 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 entitled sought pursuant to indemnification hereunderthis 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 have not compromise or settle such claim without the right at its own expense, to participate in or assume control prior written consent of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Partywhich consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claimsuch claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it shall be bound by may deem appropriate, including settling such claim or litigation (after giving prior written notice of the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend same to the shareholders, directors, officers, partners employees Indemnifying Party and representatives obtaining the prior written consent of the Claimant although for Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the purpose Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant10A.03.

Procedures for Indemnification. The procedures (a) No party hereto shall be liable for any claim for indemnification shall be as follows: A. The under this ARTICLE X unless written notice of a claim for indemnification is delivered by the party claiming the seeking indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to the party from whom indemnification is claimed sought (the "“Indemnifying Party"”) prior to the expiration of any applicable survival period set forth in Section 10.1 (in which event the claim shall survive until resolved). If any third party notifies the Indemnified Party with respect to any matter which may give rise to a claim for indemnification (a “Third Party Claim”) against the Indemnifying Party under this ARTICLE X, then the Indemnified Party shall notify the Indemnifying Party reasonably promptly thereof in writing; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. All notices given pursuant to this Section 10.6(a) shall describe with reasonable specificity the nature of the claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If claim (to the extent then known) and the basis of the Indemnified Party’s claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimantfor indemnification. B. (b) Following receipt of notice from the Claimant in accordance with Section 10.6(a) (other than a notice of a claimThird Party Claim against the Indemnified Party, in which case Section 10.6(c) below shall apply), the Indemnifying Party shall have thirty (30) days from the date it receives such notice (the “Dispute Period”) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to Indemnified Party shall make available to the Indemnifying Party and/or its authorized representative(s) all the material information related to such claim relied upon by or in possession or control of, the Claimant to substantiate the claimIndemnified Party. If the Claimant and Indemnifying Party disagrees with the validity or amount of all or a portion of such claim made by the Indemnified Party, the Indemnifying Party agree at or shall deliver to the Indemnified Party written notice thereof (the “Dispute Notice”) prior to the expiration of said thirty (30) day period (the Dispute Period. If no Dispute Notice is received by the Indemnified Party within the Dispute Period or any mutually agreed upon extension thereof) the Indemnifying Party provides notice that it does not have a dispute with respect to the validity and amount of such claim, or if such claim shall be deemed approved and consented to by the Indemnifying Party does not respond to (such noticeclaim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunderan “Approved Indemnification Claim”). If a Dispute Notice is received by the Claimant Indemnified Party within the Dispute Period and the Indemnified Party and the Indemnifying Party do not agree within said period to the validity and/or amount of such disputed claim, no payment shall be made until such disputed claim is resolved, whether by adjudication of such matter, agreement between the Indemnified Party and the Indemnifying Party, or otherwise (or and upon any mutually agreed upon extension thereofsuch resolution, such claim shall be deemed to be an Approved Indemnification Claim). Subject to Section 10.4 (including, without limitation, any provision thereof that requires that the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to Purchaser Indemnified Parties first satisfy Losses for which the Claimant is Purchaser Indemnified Parties are entitled to indemnification hereunderagainst the R&W Insurance Policy and second satisfy the amount of such Losses that are not insured or covered by the R&W Insurance Policy against all or any portion of the Indemnification Escrow Amount then being held in escrow pursuant to, and in accordance with, this Agreement and the Escrow Agreement), each Approved Indemnification Claim shall be paid no later than five (5) Business Days after the date on which the subject claim became an Approved Indemnification Claim, in each case by wire transfer of immediately available funds to the account designated in writing by the party entitled to such payment. (c) After the Indemnified Party has given notice of a Third Party Claim to the Indemnifying Party pursuant to Section 10.6(a), the Indemnifying Party shall have the right may, at its own expenseits, to participate in his or assume control of her election, undertake and conduct the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If Third Party Claim; provided that the Indemnifying Party elects fully acknowledges in writing its indemnification obligations to assume control of the defense of any third-party claimIndemnified Party. In such case, the Claimant shall have the right Indemnified Party may continue to participate in the defense of such claim at its own expense. D. If a claimThird Party Claim; provided, whether between however, that (except to the parties extent otherwise provided below in this Section 10.6 with respect to disputes related to Taxes) following the Indemnifying Party’s assumption of the defense of such Third Party Claim, all legal or other expenses subsequently incurred by a third partythe Indemnified Party shall be borne by the Indemnified Party unless the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests available with respect to such legal proceeding, requires immediate actionin which case the Indemnified Party shall be indemnified for the reasonable fees and expenses of counsel to the Indemnified Party (including local counsel). With respect to Third Party Claims related to Taxes, the parties will make Indemnifying Party shall be responsible for making all reasonable efforts to reach a decision deposits or down payments required with respect thereto to the defense of the Third Party Claim. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not settle or consent to judgment with respect to such Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary, the Indemnifying Party shall not be entitled to assume the administration and defense of any Third Party Claim made by any customer or supplier of the Acquired Companies or any of their Subsidiaries. If (i) the Indemnifying Party has failed to assume the defense of such Third Party Claim within twenty (20) days of the Indemnified Party’s delivery of notice of such Third Party Claim to the Indemnifying Party, (ii) the aggregate amount reasonably expected to be incurred in connection with such Third Party Claim and all other outstanding claims on the Indemnification Escrow Account exceeds the sum of (1) the maximum amount of coverage under the R&W Insurance Policy plus (2) the amount remaining in the Indemnification Escrow Account, (iii) such Third Party Claim involves criminal or quasi-criminal allegations or (iv) the Third Party Claim includes a claim for injunctive relief, then the Indemnified Party shall have the right to assume the defense of such Third Party Claim. The Indemnified Party and the Indemnifying Party shall render to each other such assistance as expeditiously as possible. E. If may reasonably be required of each other in order to ensure proper and adequate defense of any Third Party Claim subject to this Section 10.6. To the extent that the Indemnified Party or the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third a particular Third Party Claim, the party claim, it so proceeding with such Third Party Claim shall be bound by keep the results obtained in good faith by the Claimant other party informed of all material developments and events relating to such Third Party Claim. No Indemnified Party shall settle or consent to judgment with respect to such claim. F. The indemnification rights any Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Indemnifying Party has consented to any settlement or consented to any judgment and except as otherwise provided in Sections 10.2 such settlement or judgment, such Indemnifying Party shall not have any power or authority to object to any claim by any Indemnified Person under and 10.3 shall extend to in accordance with this ARTICLE X, including against the shareholdersIndemnification Escrow Account, directorsif applicable, officers, partners employees and representatives for indemnity in the amount of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimantsettlement or judgment.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. (a) The party claiming the indemnification that may be entitled to indemnity hereunder (the "Claimant"“Indemnified Party”) shall promptly give prompt notice to the any party from whom indemnification is claimed obligated to give indemnity hereunder (the "“Indemnifying Party"”) of the assertion of any claim, whether between or the parties commencement of any suit, action or brought proceeding in respect of which indemnity may be sought hereunder. Any failure on the part of any Indemnified Party to give the notice described in this Section 11.6(a) shall relieve the Indemnifying Party of its obligations under this Article XI only to the extent that such Indemnifying Party has been prejudiced by a third partythe lack of timely and adequate notice (except that the Indemnifying Party shall not be liable for any expenses incurred by the Indemnified Party during the period in which the Indemnified Party failed to give such notice). Thereafter, specifying the Indemnified Party shall deliver to the Indemnifying Party, promptly (iand in any event within ten (10) days thereof) after the factual basis for Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimantproceeding. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30b) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the The Indemnifying Party shall have the right at its own expense, but not the obligation to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense or settlement of any third-party claim, suit, action or proceeding in respect of which indemnity may be sought hereunder, provided that (i) the Claimant Indemnified Party shall at all times have the right, at its or his option and expense, to participate fully therein, provided that such defense shall remain under the control of the Indemnifying Party, and, (ii) if the Indemnifying Party does not proceed diligently to defend the third-party claim, suit, action or proceeding within twenty (20) days after receipt of notice of such third-party claim, suit, action or proceeding, the Indemnified Party shall have the right right, but not the obligation, to participate undertake the defense at his expense of any such third-party claim, suit, action or proceeding. (c) The Indemnifying Party shall not be required to indemnify the Indemnified Party with respect to any amounts paid in settlement of any third-party suit, action, proceeding or investigation entered into without the written consent of the Indemnifying Party, provided that if the Indemnifying Party gives ten (10) days’ prior written notice to the Indemnified Party of a settlement offer which the Indemnifying Party desires to accept and to pay all Losses with respect thereto (“Settlement Notice”) and the Indemnified Party fails or refuses to consent to such settlement within ten (10) days after delivery of the Settlement Notice to the Indemnified Party, and such settlement otherwise complies with the provisions of this Section 11.6 the Indemnifying Party shall not be liable for Losses arising from such third-party suit, action, proceeding or investigation in excess of the amount proposed in such settlement offer. Notwithstanding the foregoing, no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement without the consent of the Indemnified Party, if such judgment or settlement imposes any obligation or liability upon the Indemnified Party other than the execution, delivery or approval thereof and customary releases of claims with respect to the subject matter thereof. (d) The Parties shall cooperate in defending any such third-party suit, action, proceeding or investigation, and the defending Party shall have reasonable access to the books and records, and personnel in the defense possession or control of such the other Party that are pertinent to the defense. The Indemnified Party may join the Indemnifying Party in any suit, action, claim at its own expense. D. If a claim, whether between the parties or proceeding brought by a third party, requires immediate actionas to which any right of indemnity created by this Agreement would or might apply, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of enforcing any right of the procedures set forth in indemnity granted to such Indemnified Party pursuant to this Section 10.4, any indemnification claims by such parties shall be made by and through the ClaimantAgreement.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The Promptly after receipt by an indemnified party claiming the indemnification (the "Claimant") shall promptly give notice pursuant to the party from whom indemnification is claimed (provisions of Section 9.1 or 9.2 of notice of the "Indemnifying Party") commencement of any claim, whether between action involving the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount subject matter of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimantforegoing indemnity provisions, such notice shall indemnified party shall, if a claim thereof is to be given by Claimant within five (5) days after written notice made against an indemnifying party pursuant to the provisions of Section 9.1 or 9.2, promptly notify such action, suit or proceeding was given indemnifying party of the commencement thereof; but the omission to Claimant. B. Following receipt so notify such indemnifying party will not relieve it from any liability which it may have to the indemnified party otherwise than hereunder. In case such action is brought against an indemnified party and it notifies the indemnifying party of notice from the Claimant of a claimcommencement thereof, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third indemnifying party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expenseto participate in, and, to participate in or the extent that it may wish, to assume control of the defense of thereof, with counsel satisfactory to such claimindemnified party; provided, however, if the defendants in any action include both the indemnified party and the Claimant indemnifying party and the indemnified party shall cooperate fully with have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Partyindemnifying party, subject to reimbursement or if there is a conflict of interest which would prevent counsel for reasonable actual out-of-pocket expenses incurred by the Claimant as indemnifying party from also representing the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claimindemnified party, the Claimant indemnified party shall have the right to select separate counsel to participate in the defense of such claim 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 be liable to the 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 preceding sentence, (b) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, or (c) the indemnifying party has authorized the employment of counsel for the indemnified party at its own expense. D. If a claim, whether between the parties or by a third expense of the indemnifying party. No indemnifying party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claimsuch claim or litigation, it shall be bound by shall, except with the results obtained consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the release from all liability in good faith by the Claimant with respect repsect to such claimclaim or litigation. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The (a) If a party claiming the seeking indemnification (the "Claimant"“Indemnified Party”) shall claim to have suffered a Loss for which indemnification is available under Section 8.2 or 8.3, as the case may be, the Indemnified Party shall promptly give notice to notify the party from whom responsible for indemnification is claimed under this Article VIII (the "“Indemnifying Party"”) in writing of any claim, whether between such claim which written notice shall describe the parties or brought by a third party, specifying (i) the factual basis for nature of such claim, the facts and (ii) circumstances that give rise to such claim and the amount of such claim if reasonably ascertainable at the claimtime such claim is made (or if not then reasonably ascertainable, the maximum amount of such claim reasonably estimated by the Indemnified Party) (such notification being the “Claim Certificate”). If In the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant event that within five thirty (530) days after written notice the receipt by the Indemnifying Party of such action, suit or proceeding was given to Claimant. B. Following receipt of a written notice from the Claimant Indemnified Party, the Indemnified Party shall not have received from the Indemnifying Party a written objection to such claim, such claim shall be conclusively presumed and considered to have been assented to and approved by the Indemnifying Party following receipt by the Indemnifying Party of a claimwritten notice from the Indemnified Party to such effect. (b) If an Indemnifying Party objects to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Indemnifying Party shall have deliver a written notice to such effect to the Indemnified Party within thirty (30) days to make such investigation of the claim as after receipt by the Indemnifying Party deems necessary or desirable. For the purposes of such investigationClaim Certificate. Thereafter, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(sand the Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties for a period of not less than thirty (30) the information relied upon days after receipt by the Claimant Indemnified Party of such written objection with respect to substantiate each of such claims to which the claimIndemnifying Party has objected. If the Claimant Indemnified Party and the Indemnifying Party agree at with respect to any of such claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party fail to agree as to any particular item or prior items or amount or amounts (each, a “Disputed Claim”) within such 30-day period, then either party shall be entitled to pursue its available remedies for resolving its claim for indemnification. (c) An Indemnifying Party shall promptly reimburse an Indemnified Party for all Losses under a claim, or Buyer may offset amounts due to Buyer or its Affiliates as an Indemnified Party against amounts due to Seller under the expiration of said Note, after thirty (30) day period (or any mutually agreed upon extension thereof) to days passes from the validity and amount receipt of such claim, or if a Claim Certificate by the Indemnified Party without objection by the Indemnifying Party does not respond to such noticeor, in the Indemnifying Party shall immediately pay to the Claimant the full amount event a claim is disputed, resolution of the claim. Buyer shall be entitled to apply any or all Indemnified Party’s claim is reached under the terms of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereofSection 8.4(b), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures As used herein, an "Indemnified Party" means a party seeking indemnification for indemnification shall be any Loss (including, but not limited to attorneys fees) pursuant to Section 11.2 or 11.3 hereof, as follows: A. The party claiming applicable, and the indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the term "Indemnifying Party" means the party who is obligated to provide indemnification under Section 11.02 or 11.3, as applicable. 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 any claimwhich it has knowledge, whether between for which such Indemnified Party is entitled to indemnification under this Article 11. In the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant case of a claimThird Party Claim, the Indemnifying Party shall will have thirty (30) days the right to make direct, through counsel of its own choosing, the defense or settlement of any such investigation 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 claim as Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party deems necessary or desirable. For with access to the purposes of Indemnified Party's records and personnel relating to any such investigation, the Claimant agrees to make available to Third Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party and/or its authorized representative(s) in the information relied upon by the Claimant to substantiate the claim. If the Claimant defense or settlement of such Third Party Claim, and the Indemnifying Party agree at or prior to will reimburse the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Indemnified Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or for all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket costs and expenses incurred by in providing such access, personnel and cooperation. Upon assumption of the Claimant as the result defense of a request any 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 (which consent will not be unreasonably withheld, delayed or conditioned) 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. No such Third Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, which consent will not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party elects fails to assume control of defend or fails to prosecute or withdraws from such defense, 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 third-party claimsuch Third Party Claim pursuant to this Section and proposes to settle such claim prior to a final judgment thereon or to forgo appeal with respect thereto, then the Claimant shall Indemnified Party will give the Indemnifying Party prompt written notice thereof and the Indemnifying Party will have the right to participate in the settlement or assume or reassume the defense of such claim at its own expenseThird Party Claim. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for (a) In the event an Indemnified Party seeks indemnification shall be as follows: A. The party claiming under this Agreement, the indemnification (the "Claimant") Indemnified Party shall promptly give notice hereunder to the party from whom indemnification is claimed (the "Indemnifying Party") Indemnitor upon obtaining notice of any demand for payment of any Covered Obligation, or any claim, whether between investigation, or service of a summons or other initial or continuing legal or administrative process or proceeding in any Proceeding instituted, or threatened to be instituted, against the parties Indemnified Party as to which recovery or brought by a third party, specifying (i) other action may be sought against the factual basis Indemnified Party because of the indemnification provided for such claimherein, and (ii) the amount Indemnified Party shall be required to permit the Indemnitor to assume the defense of any such Proceeding. The right to indemnification hereunder shall not be affected by any failure of the claim. If Indemnified Party to give such notice (or by delay by the claim relates Indemnified Party in giving such notice) unless, and only to an actionthe extent that, suit the rights and remedies of the Indemnitor shall have been prejudiced as a result of the failure to give, or proceeding filed by a third party against Claimantthe delay in giving, such notice shall be given notice. Failure by Claimant the Indemnitor to notify the Indemnified Party of its affirmative intent to defend any such Proceeding within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available after notice thereof shall have been given to the Indemnifying Party and/or its authorized representative(s) the information relied upon Indemnitor shall be deemed a waiver by the Claimant Indemnitor of its right to substantiate the claim. defend such Proceeding. (b) If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of Indemnitor assumes the defense of any such claimProceeding, the obligations of the Indemnitor hereunder as to such Proceeding shall include taking all steps reasonably necessary in the defense or settlement of such Proceeding and holding the Indemnified Party harmless from and against any and all Losses caused by or arising out of any settlement approved by the Indemnitor or any judgment entered in connection with such Proceeding except where, and only to the Claimant extent that, the Indemnitor has been prejudiced by the actions or omissions of the Indemnified Party. The Indemnitor shall cooperate fully not, in the defense of any such Proceeding, consent to entry of any judgment (other than a judgment of dismissal on the merits without cause) except with the Indemnifying written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned), or enter into any settlement (except with the written consent of the Indemnified Party, subject which consent shall not be unreasonably withheld, delayed or conditioned) unless (i) there is no finding or omission of any violation of law and no material effect on any claims that could reasonably be expected to reimbursement for reasonable actual out-of-pocket expenses incurred be made against the Indemnified Party, (ii) the sole relief provided is monetary damages, and (iii) the settlement shall include the giving by the Claimant as claimant or the result plaintiff to the Indemnified Party a release from all liability in respect of a request by such Proceeding. Upon the Indemnifying Party. If the Indemnifying Party elects to assume control Indemnitor’s assumption of the defense of any third-party claimsuch Proceeding, the Claimant Indemnified Party shall have the right be entitled to participate in the defense of the Proceeding, but solely by observation and comment to the Indemnitor, and the counsel selected by the Indemnified Party shall not appear on its behalf in any Proceeding arising hereunder. The Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to participate in its defense unless any of the following shall apply: (i) the employment of such claim counsel and the payment of fees by the Indemnitor shall have been authorized in advance in writing by the Indemnitor; or (ii) the Indemnitor’s legal counsel shall advise the Indemnitor in writing, with a copy to the Indemnified Party, that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel. If clause (i) or (ii) in the immediately preceding sentence is applicable, then the Indemnified Party may employ separate counsel at the expense of the Indemnitor to represent the Indemnified Party, but in no event shall the Indemnitor be obligated to pay the costs and expenses of more than one such separate counsel for any one Proceeding in any one jurisdiction. The Indemnitor shall not be liable for any settlement of any Proceeding effected without its own expensewritten consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnitor agrees to indemnify the Indemnified Party against any Loss by reason of such settlement or judgment. D. If a claim, whether between (c) Each party hereto shall cooperate in good faith and in all respects with the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate Indemnitor and its representatives (including without limitation its counsel) in the investigation, negotiation, settlement, trial and/or defense of any third Proceedings (and any appeal arising therefrom). The parties shall cooperate with each other and any notifications to and information requests of any insurers. No individual representative of any party claim, it hereto or the respective affiliates shall be bound personally liable for any loss, claim or other amount under this Agreement, except as specifically agreed to by the results obtained in good faith by the Claimant with respect to such claimsaid individual representative. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for In case any action, proceeding or claim is brought against an indemnified party in respect of which indemnification is sought hereunder, the indemnifying party shall be as follows: A. The party claiming entitled to participate and, unless in the indemnification (the "Claimant") shall promptly give notice reasonable judgment of legal counsel to the indemnified party from whom indemnification is claimed (the "Indemnifying Party") a conflict of any claim, whether interest between the parties or brought by a third party, specifying (i) indemnified party and the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third indemnifying party against Claimant, such notice shall be given by Claimant within five (5) days after written notice may exist with respect of such action, suit proceeding or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, to assume the Indemnifying Party shall have defense thereof with counsel reasonably satisfactory to the indemnified party. In the event that the indemnifying party fails, within thirty (30) days of receipt of any indemnification notice, to make notify, in writing, such investigation person of the indemnifying party’s election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim as (or discontinues its defense at any time after it commences such defense), then the Indemnifying Party deems necessary indemnified party may, at its option, defend, settle or desirableotherwise compromise or pay such action or claim. For In any event, unless and until the purposes indemnifying party elects in writing to assume and does so assume the defense of any such investigationclaims, proceeding or action, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant indemnified party’s costs and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount expenses arising out of the claim. Buyer defense, settlement or compromise of any such action, claim or proceeding shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled losses subject to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third The indemnified party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Partyindemnifying party in connection with any negotiation or defense of any such action, subject to reimbursement for reasonable actual out-of-pocket expenses incurred claim or proceeding by the Claimant indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action, claim or proceeding. The indemnifying party shall keep the indemnified party fully apprised at all times as to the result status of a request by the Indemnifying Partydefense or any settlement negotiations with respect thereto. If the Indemnifying Party indemnifying party elects to assume control of the defense of defend any third-party such action or claim, then the Claimant indemnified party shall have the right be entitled to participate in the such defense using counsel of such claim its choice at its own sole cost and expense. D. If a claim, whether between the parties or by a third party, requires immediate . The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Article 7 to the parties will make all reasonable efforts contrary, the indemnifying party shall not, without the indemnified party’s prior written consent, settle or compromise any claim or consent to reach a decision with entry of any judgment in respect thereto as expeditiously as possible. E. If thereof which imposes any future obligation on the Indemnifying Party indemnified party or which does not elect to assume control or otherwise participate in include, as an unconditional term thereof, the defense of any third party claim, it shall be bound giving by the results obtained claimant or the plaintiff to the indemnified party of a release from all liability in good faith by the Claimant with respect to of such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures 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 to which a notice of claim, as provided below in this Section 12.2, has previously been given, which expenses shall be as follows: A. The funded on an ongoing basis, the party claiming the entitled to indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to notify the party from whom indemnification is claimed sought (the "“Indemnifying Party"”) of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim, whether between the parties claim for indemnification hereunder resulting from or brought in connection with any claim or Legal Proceeding by a third party, specifying the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten (i10) business days prior to the factual basis for such claimtime any response to the asserted claim is required, if possible, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant in any event within five (5) business days after written notice of such action, suit or proceeding was given to Claimant. B. Following following receipt of notice thereof. Notwithstanding anything in the preceding sentence to the contrary, the failure of any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability for indemnification it may have if and to the Claimant extent that the Indemnifying Party shall not have been prejudiced by such omission. In the event of any such claim for indemnification resulting from or in connection with a claimclaim or Legal Proceeding by a third party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof; provided, however, that the 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 have thirty (30) days be entitled to make such investigation 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 claim as 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 deems necessary or desirable. For 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 investigation, claim or proceeding in excess of the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and proposed amount of such claimsettlement); provided, or if further, that the Indemnifying Indemnified Party does not respond to such noticemay, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to 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 assume control Legal Proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Partywhich consent shall not be unreasonably withheld. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claimsuch 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 bound borne by the results obtained Indemnifying Party (but in good faith no event shall the Indemnifying Party be required to pay the fees and expenses of more than one counsel employed by the Claimant Indemnified Party with respect to such claim. F. The indemnification rights provided in Sections 10.2 claim or proceeding) and 10.3 (y) the Indemnifying Party shall extend not have the right to direct the shareholders, directors, officers, partners employees and representatives defense of any such action on behalf of the Claimant although for Indemnified Party. All payments by the purpose of the procedures set forth in Indemnifying Party pursuant to this Section 10.4, any indemnification claims by such parties Article XII shall be made by in cash and through the Claimantin immediately available funds.

Procedures for Indemnification. The procedures No party shall be liable for any Claim for indemnification shall be as follows: A. The under this Article V unless written notice of a Claim for indemnification is delivered by the party claiming the seeking indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to the party from whom indemnification is claimed sought (the "“Indemnifying Party"”) prior to the expiration of the applicable survival period, if any, set forth in Section 6.3. If any claimthird party notifies the Indemnified Party with respect to any matter which may give rise to a Claim for indemnification (a “Third Party Claim”) against the Indemnifying Party under this Article V, whether between then the parties or brought by Indemnified Party shall notify the Indemnifying Party promptly thereof in writing and in any event within 30 days after receiving notice from a third party, specifying (i) ; provided that no delay on the factual basis for such claim, and (ii) the amount part of the claimIndemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced thereby. If All notices given pursuant to this Section 5.3 shall describe with reasonable specificity the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written Third Party Claim and the basis of the Indemnified Party’s Claim for indemnification. Upon the Indemnified Party giving notice of such action, suit or proceeding was given the Third Party Claim to Claimant. B. Following receipt of notice from the Claimant of a claimIndemnifying Party, the Indemnifying Party shall have thirty (30) days be entitled to make such investigation participate therein and, to the extent desired, to assume the defense thereof with counsel of the claim its choice as long as the Indemnifying Party deems necessary or desirable. For agrees in writing that the purposes of such investigation, the Claimant agrees Indemnified Party is entitled to make available to indemnification by the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claimfor such action. If the Claimant and 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 agree at or prior shall not be liable to the expiration Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount Third Party Claim, other than reasonable costs of such claiminvestigation, or if unless the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or actually assume control of the defense thereof following notice of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Partyelection. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claimsuch Third Party Claim, it the Indemnified Party shall be bound have the right to undertake the defense of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the results obtained in good faith by account and risk of the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 Indemnifying Party. Neither the Indemnified Party nor the Indemnifying Party shall extend consent to the shareholders, directors, officers, partners employees and representatives entry or any judgment or enter into any settlement of any Third Party Claim that might give rise to liability of the Claimant although for the purpose of the procedures set forth in other party under this Section 10.4Article V without such party’s consent, any indemnification claims by such parties which consent shall not be made by and through the Claimantunreasonably withheld, conditioned or delayed.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. (a) The party claiming the indemnification (the "ClaimantIndemnified Party") shall promptly give notice to the party from whom the indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third partyparty against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, the Indemnified Party such notice shall be given by Claimant the Indemnified Party to the Indemnifying Party within five (5) days after written notice of such action, suit suit, or proceeding was shall have been given to Claimantthe Indemnified Party. B. (b) Following receipt of notice from the Claimant Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party deems shall deem necessary or desirable. For the purposes of such investigation, the Claimant Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant Indemnified Party to substantiate the claim. If the Claimant Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant Indemnified Party and the Indemnifying Party do not agree within said period (or within any mutually agreed agreed-upon extension thereof), the Claimant Indemnified Party may seek appropriate legal remedy. C. (c) With respect to any claim by a third party as to which the Claimant Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, expense to participate in or to assume control of the defense of such claim, and the Claimant Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses expense incurred by the Claimant Indemnified Party as the result of a request by the Indemnifying PartyParty to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant Indemnified Party shall have the right to participate in the defense of such claim at its own expense. D. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third third-party claim, it the Indemnifying Party shall be bound by the results obtained in good faith by the Claimant Indemnified Party with respect to such claim. F. (f) The indemnification rights provided in Sections 10.2 13.2 and 10.3 13.3 hereof shall extend to the partners, shareholders, directors, officers, partners employees members, partners, agents, employees, and representatives of the Claimant Indemnified Party, although for the purpose of the procedures set forth in this Section 10.413.4, any indemnification claims by such parties shall be made by and through the ClaimantIndemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. (a) The party claiming the indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to the party from whom the indemnification is claimed (the "“Indemnifying Party"”) of any claim, claim whether between the parties or brought by a third partyparty against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the a claim relates to an action, suit suit, or proceeding filed by a third party against Claimant, the Indemnified Party such notice shall be given by Claimant the Indemnified Party to the Indemnifying Party within five ten (510) days after written notice of such action, suit suit, or proceeding was shall have been given to Claimantthe Indemnified Party. B. (b) Following receipt of notice from the Claimant Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party deems shall deem necessary or desirable. For the purposes of such investigation, the Claimant Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant Indemnified Party to substantiate the claim. If the Claimant Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant Indemnified Party the full amount of the claim. ; provided, that the amount held in escrow to secure Sellers’ indemnification of Buyer shall be entitled to apply paid in satisfaction of any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer payable by Sellers until that amount is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period exhausted (or any mutually agreed upon extension thereofif it is), the Claimant may seek appropriate legal remedy. C. (c) With respect to any claim by a third party as to which the Claimant Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, expense to participate in or or, if it so elects, to assume control of the defense of such claim, and the Claimant Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses expense incurred by the Claimant Indemnified Party as the result of a request by the Indemnifying PartyParty to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant Indemnified Party shall have the right to participate in the defense of such claim at its own expense. D. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third third-party claim, it the Indemnifying Party shall be bound by the results obtained in good faith by the Claimant Indemnified Party with respect to such claim. F. (f) The indemnification rights provided in Sections 10.2 12.2 and 10.3 12.3 hereof shall extend to the shareholders, directors, officers, partners employees officers and representatives Affiliates of the Claimant Indemnified Party, although for the purpose of the procedures set forth in this Section 10.412.4, any indemnification claims by such parties shall be made by and through the ClaimantIndemnified Party.

Procedures for Indemnification. The procedures for (i) Promptly after the discovery by any Buyer Indemnified Parties or Seller Indemnified Parties (each, an “Indemnified Party”) of any Buyer Indemnifiable Costs or Seller Indemnifiable Costs, as applicable, or claim or breach, that might give rise to indemnification hereunder, the Indemnified Party shall be as follows: A. The party claiming the indemnification (the "Claimant") shall promptly give notice deliver to the party from whom obligated to provide indemnification is claimed under this Agreement (the "“Indemnifying Party"”) a certificate (a “Claim Certificate”) that: (A) states that the Indemnified Party has paid or properly accrued Buyer Indemnifiable Costs or Seller Indemnifiable Costs, as applicable, or reasonably anticipates that it may or will incur liability for costs, for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and (B) specifies in reasonable detail, to the extent practicable and available, each individual item of any claimloss included in the amount so stated, whether between the parties or brought by a third party, specifying (i) the factual basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such claimitem is related and, to the extent computable, the computation of the amount to which such Indemnified Party claims to be entitled hereunder provided, however that failure to give a Claim Certificate shall not affect any Indemnified Party’s ability to seek reimbursement unless, and (ii) only to the amount of extent that, such failure has materially and adversely affected the claimIndemnifying Party’s liability. If the Indemnifying Party objects to the indemnification of an Indemnified Party in respect of any claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claimclaims specified in any Claim Certificate, the Indemnifying Party shall have deliver a written notice to such effect to the Indemnified Party within thirty (30) days to make such investigation of the claim as after receipt by the Indemnifying Party deems necessary or desirable. For the purposes of such investigationClaim Certificate. Thereafter, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(sand the Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties within thirty (30) days of receipt of such Claim Certificate with respect to each of such claims to which the information relied upon by the Claimant to substantiate the claimIndemnifying Party has objected. If the Claimant Indemnified Party and the Indemnifying Party agree at or prior with respect to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claimclaims, or if the Indemnifying Indemnified Party does not respond to such notice, and the Indemnifying Party shall immediately pay to promptly prepare and sign a memorandum setting forth such agreement and. Should the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant Indemnified Party and the Indemnifying Party do not fail to agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect as to any claim by a third party as to which the Claimant is entitled to indemnification hereunderparticular item or items or amount or amounts, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between then the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision shall resolve such dispute in accordance with respect thereto as expeditiously as possibleSection 8.4 hereof. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures Whenever a claim shall arise for indemnification shall be under this Section 5, the relevant Indemnitees, as follows: A. The party claiming the indemnification (the "Claimant") appropriate, shall promptly give notice notify the Indemnifying Party and request the Indemnifying Party to defend the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claimsame. If the claim relates Failure to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, so notify the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as not relieve the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to any liability which the Indemnifying Party and/or its authorized representative(s) might have, except to the information relied upon by extent that such failure prejudices the Claimant Indemnifying Party's ability to substantiate the defend such claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the The Indemnifying Party shall have the right at its own expense, to participate defend against such liability or assertion in or assume control which event the Indemnifying Party shall give written notice to the relevant Indemnitees of acceptance of the defense of such claim, claim and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result identity of a request counsel selected by the Indemnifying Party. If Except as set forth below, such notice of the relevant Indemnitees shall give the Indemnifying Party elects full authority to assume control defend, adjust, compromise or settle such action, suit, proceeding or demand with respect to which such notice shall have been given, except to the extent that any compromise or settlement shall prejudice the intellectual property rights of the defense relevant Indemnitees. The Indemnifying Party shall consult with the relevant Indemnitees prior to any compromise or settlement which would affect the intellectual property rights or other rights of any third-party claimIndemnitee, and the Claimant relevant Indemnitees shall have the right to participate refuse such compromise or settlement and, at the refusing party's or refusing parties' cost, to take over such defense, provided that in such event the defense Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnitees against, any costs or liability in excess of such claim at its own expense. D. If a claim, whether between refused compromise or settlement. With respect to any defense accepted by the parties or by a third party, requires immediate actionIndemnifying Party, the parties will make all reasonable efforts relevant Indemnitees shall be entitled to reach a decision participate with respect thereto as expeditiously as possible. E. If the Indemnifying Party in such defense if the action or claim requests equitable relief or other relief that could affect the rights of the Indemnity and also shall be entitled to employ separate counsel for such defense at such Indemnitees expense. In the event the Indemnifying Party does not elect accept the defense of any indemnified claim as provided above, the relevant Indemnitees shall have the right to assume control or otherwise participate employ counsel for such defense at the expense of the Indemnifying Party. Each party agrees to cooperate and to cause its employees and agents to cooperate with then other party in the defense of any third such action and the relevant records of each party claim, it shall be bound by available to the results obtained in good faith by the Claimant other party with respect to any such claimdefense. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The party claiming (a) In the indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") case of any claim, whether between the parties a claim or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed liability asserted in writing by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying an Indemnified Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled would give rise to indemnification hereunder. If the Claimant and the Indemnifying hereunder (a “Third Party do not agree within said period (or any mutually agreed upon extension thereofClaim”), the Claimant may seek appropriate legal remedy. C. With respect Indemnified Party shall deliver written notice to the applicable Indemnifying Party of such Third Party Claim as soon as possible, and in no event later than fifteen (15) Business Days, following receipt of such written assertion of a claim or liability. The failure by any claim by a third party as Indemnified Party to which give timely notice referred to in the Claimant is entitled preceding sentence shall not impair the Indemnified Party’s rights hereunder except to indemnification hereunder, the extent that an Indemnifying Party demonstrates that it has been prejudiced thereby. The Indemnifying Party shall have the right at its own expense, to participate in or assume defend any such Third Party Claim and control of the defense of such claimThird Party Claim; provided, and however, that the Claimant shall cooperate fully with Indemnified Party has the Indemnifying Party, subject right to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request reasonably approve counsel selected by the Indemnifying Party. If the Indemnifying Party, within ten (10) Business Days after notice of such Third Party elects Claim, fails to assume control of take appropriate steps to defend such Third Party Claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense of any third-party claimsuch Third Party Claim on behalf of and for the account and at the risk and expense of the Indemnifying Party. If the Indemnifying Party assumes the defense of such Third Party Claim, the Claimant Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such claim counsel shall be at its own expense. D. If the expense of the Indemnified Party; provided that if in the reasonable opinion of counsel for the Indemnified Party (or, in the case of a claimdisagreement between counsel for the parties regarding the presence of such a conflict, whether the reasonable opinion of independent counsel selected by the parties), there is a conflict of interest between the parties or by a third partyIndemnified Party and the Indemnifying Party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party shall be responsible for the reasonable fees and expenses of separate counsel to such Indemnified Party in connection with such defense. Notwithstanding any of the foregoing, (i) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not elect include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim, and (ii) if a claim involves any criminal or civil investigation or proceeding by any Governmental Authority relating to the Indemnified Party or its Affiliates, the Indemnified Party shall have the right to assume control or otherwise participate in the defense and direct, through counsel of its own choosing, the response to, defense of or settlement of any third party such claim, it and shall be bound by entitled to seek indemnification from the results obtained Indemnifying Party for the reasonable cost thereof (in good faith by addition to any Losses resulting therefrom); provided that the Claimant Indemnified Party shall consult with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although Indemnifying Party for the purpose of allowing the procedures set forth Indemnifying Party to participate, at the Indemnifying Party’s expense, in this Section 10.4such response, defense or settlement. (b) In the event any indemnification claims by such parties Indemnified Party should have a claim against any Indemnifying Party hereunder that is not a Third Party Claim, the Indemnified Party shall be made by and through notify the Claimant.applicable Indemnifying Party in writing of the same within thirty

Procedures for Indemnification. The procedures Whenever a Claim shall arise for indemnification shall be as follows: A. The party claiming under Section 9.02, the Person entitled to indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to notify in writing the party Party from whom which indemnification is claimed sought (the "“Indemnifying Party"”) of any claimsuch Claim and, whether between when known, the parties facts constituting the basis of such Claim; provided, however, that in the event of a Claim for indemnification resulting from or brought in connection with a Claim by a third party, specifying the Indemnified Party shall give such written notice thereof to the Indemnifying Party not later than ten (i10) Business Days prior to the factual basis for such claimtime any response to the third party Claim is legally required, if possible, and in any event within twenty (ii20) Business Days following receipt of notice thereof (provided, that failure to timely notify the amount Indemnifying Party shall not relieve the Indemnifying Party of any Liability it may have to the claimIndemnified Party, except to the extent that the Indemnifying Party has been actually prejudiced by such failure). If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claimany such third party Claim, and unless counsel to the Indemnifying Party shall have thirty (30) days to make reasonably determined in good faith that the assumption of such investigation of the claim as defense by the Indemnifying Party deems necessary or desirable. For would be inappropriate due to a conflict of interest (in which case the purposes Indemnified Party may continue to defend such Claim at the expense of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereofParty), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right option, exercisable by written notice to the Indemnified Party within ten (10) days following receipt by the Indemnifying Party of notice such third party Claim, at its own cost and expense, to participate in or assume control of the defense of such claimmatter and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any such claim or legal proceeding. Upon such assumption, and the Claimant shall cooperate fully with the Indemnifying PartyParty shall not be liable to the Indemnified Party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such Claim, subject to reimbursement for other than reasonable actual out-of-pocket fees and expenses incurred of counsel employed by the Claimant Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof, only to the extent such fees and expenses exceed the Deductible and only to the extent of such excess (or in the event the Deductible has been otherwise satisfied). 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 unless (a) the Indemnifying Party fails to notify the Indemnified Party in writing of its election to defend as provided in this Section 9.05, (b) fails to diligently prosecute the result defense of a request such third party Claim or (c) counsel to the Indemnifying Party shall have reasonably determined in good faith that the defense by the Indemnifying Party would be inappropriate due to a conflict of interest) 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 Party. If the Indemnifying Party elects not to assume control compromise or defend such third party Claim, fails to notify the Indemnified Party in writing of the defense of any third-party claimits election to defend as provided in this Section 9.05, the Claimant shall have the right or fails to participate in diligently prosecute the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate actionparty Claim, the parties will make all reasonable efforts Indemnified Party may defend such third party Claim. In effecting the settlement or compromise of, or consenting to reach a decision the entry of any judgment with respect thereto as expeditiously as possible. E. If to, any such Claim, the Indemnifying Party, or the Indemnified Party, as the case may be, shall act in good faith, shall consult with the other Party does not elect and shall enter into only such settlement or compromise or consent to assume control or otherwise participate in the defense entry of any third party claimjudgment as the other Party shall consent, it such consent not to be unreasonably withheld, conditioned or delayed. An Indemnifying Party shall not be bound by liable for any settlement, compromise or judgment not made in accordance with the results obtained in good faith by the Claimant with respect to such claimpreceding sentence. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures (a) If a claim for Damages (an “Indemnity Claim”), other than Third-Party Claims under Section 8.5(b) below, is to be made by a Person entitled to indemnification under this Article VIII (an “Indemnified Party”), such party shall be as follows: A. The party claiming give written notice briefly describing the indemnification claim and the total monetary damages sought (the "Claimant"each, a “Notice”) shall promptly give notice to the party from whom indemnification is claimed Seller or Buyer, as applicable (the "each an “Indemnifying Party"”) as soon as practicable after such Indemnified Party becomes aware of any claimfact, whether between the parties condition or brought by a third party, specifying (i) the factual basis event which gives rise to Damages for such claim, and (ii) the amount of the claimwhich indemnification may be sought under this Article VIII. If the claim relates Any failure to an action, suit or proceeding filed by a third party against Claimant, submit any such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given claim to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days not relieve any Indemnifying Party of any liability hereunder, except to make such investigation of the claim as extent that the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to demonstrates that the Indemnifying Party and/or its authorized representative(s) was actually prejudiced by such failure. The Indemnifying Party shall be deemed to have accepted the information relied upon by the Claimant to substantiate the claim. If the Claimant Notice and the Indemnifying Party agree shall be deemed to have agreed to pay the Table of Contents Damages at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or issue if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay send a notice of disagreement to the Claimant Indemnified Party within thirty (30) calendar days after receiving the full amount of the claimNotice. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect send a notice of disagreement to assume control the Indemnified Party within thirty (30) calendar days after receiving the Notice, the Indemnifying Party shall promptly pay to the Indemnified Party the amount sufficient to pay the Damages. (b) If an Indemnity Claim is to be made by an Indemnified Party entitled to indemnification hereunder in respect of, arising out of or otherwise participate in the defense of involving a claim made by any third party (each, a “Third-Party Claim”) against the Indemnified Party, the Indemnified Party shall give a Notice to the Indemnifying Party as soon as practicable after becoming aware of such Third-Party Claim. The failure of any Indemnified Party to give timely Notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates that the Indemnifying Party was actually prejudiced by such failure. After such Notice, if the Indemnifying Party acknowledges in writing to an Indemnified Party that the Indemnifying Party is liable and has indemnity obligations for any Damages resulting from any such Third-Party Claim (and, in the case Seller is the Indemnifying Party, if Buyer consents, which consent may be withheld in Buyer’s sole and absolute discretion, and, further, in the case Buyer is the Indemnifying Party, if Seller consents, which consent may be withheld in Seller’s sole and absolute discretion), then the Indemnifying Party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such Third-Party Claim, (ii) to employ and engage attorneys of its own choice (provided that such attorneys are reasonably acceptable to the Indemnified Party) to handle and defend the same, unless the named parties to such action or proceeding include the Indemnified Party and the Indemnifying Party, and any such Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, in which event such Indemnified Party shall be entitled, at the Indemnifying Parties’ cost, risk and expense, to separate counsel of its own choosing, and (iii) to compromise or settle such claim, it which compromise or settlement shall be bound by made only with the results obtained in good faith by written consent of the Claimant Indemnified Party, such consent not to be unreasonably withheld, provided that any such compromise or settlement shall provide for the absolute and unconditional release of the Indemnified Parties from any Liability with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend Third-Party Claim. If the Indemnifying Party assumes the defense of a Third-Party Claim (to the shareholdersextent permitted above), directorsthe Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, officerstrial and defense of such Third-Party Claim and any appeal arising therefrom; provided, partners employees however, that the Indemnified Party may, at its own cost, participate in the investigation, trial and representatives defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other in any notifications to insurers. If the Indemnifying Party fails to assume the defense of such claim within fifteen (15) calendar days after receipt of the Claimant although Notice (whether as a result of its election not to assume such defense or, as applicable, the refusal of Buyer or Seller to grant a request of the other to assume such defense), the Indemnified Party against which such claim has been asserted will have the right to undertake, at the Indemnifying Parties’ cost, risk and expense, the defense, compromise or settlement of such Third-Party Claim on behalf of and for the purpose account and risk of the procedures set forth Indemnifying Parties; provided, however, that such claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, Table of Contents compromise or settlement; provided, however, that the Indemnifying Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 10.48.5 and for any final judgment (subject to any right of appeal), and each Indemnifying Party agrees to indemnify and hold harmless the Indemnified Party from and against any indemnification claims Damages by reason of such parties shall be made by and through the Claimantsettlement or judgment.

Procedures for Indemnification. The procedures Promptly after receipt by an indemnified party under Section 10.01 or 10.02 of notice of the commencement of any action for which indemnification shall may be as follows: A. The available under Section 10.01 or 10.02, such indemnified party claiming the indemnification (the "Claimant") shall promptly shall, if a claim in respect thereof is to be made against an indemnifying party under such action, give notice to the indemnifying party from whom indemnification is claimed (of the "Indemnifying Party") commencement thereof, but the failure to do so to notify the indemnifying party shall not relieve it of any claimliability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, whether between the indemnifying party shall be entitled to participate therein and, to the extent that it shall elect, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the 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 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 the 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 brought more defenses available to it and not available to the indemnifying party. If an indemnifying party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by a third the indemnifying party without the indemnified party, specifying 's consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of law or any violation of the factual basis for such claim, rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the amount of sole relief provided is monetary damages that are paid in full by the claim. If indemnifying party and (b) the claim relates to an action, suit or proceeding filed by a third indemnifying party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision no liability with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.to

Procedures for Indemnification. The procedures Any Person eligible for indemnification shall be as follows: A. The party claiming under Sections 10.04 and 10.05 above (each, the indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to the party from whom indemnification is claimed Party or Parties obligated under such Section to indemnify such Indemnified Party (the "each, an “Indemnifying Party"”) each time that, and within ten (10) days after, the Indemnified Party becomes aware of any claimfact or circumstance which would reasonably be expected to give rise to an obligation to indemnify under such Section 10.04 or 10.05, whether between the parties or brought which notice shall be accompanied by a third partycopy of any claim made which may result in such obligation to indemnify. The Indemnifying Party shall have the right and obligation to assume the defense (with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party) or settlement of any such claim in respect of which it is obligated to provide indemnity hereunder; provided that the Indemnifying Party shall not settle or compromise any such claim without the Indemnified Party’s prior written consent thereto (such consent not to be unreasonably withheld or delayed), specifying unless the terms of such settlement or compromise discharge and release the Indemnified Party from any and all liabilities and obligations thereunder; provided, further, that PCL and the Padres shall neither institute nor defend any lawsuit on behalf of the City Indemnified Parties without the prior written consent of the City (i) which consent shall not be unreasonably withheld or delayed), and if the factual basis City does not give its consent to such lawsuit or institutes such lawsuit itself, PCL and the Padres shall be relieved of their indemnity obligations described in this Article 10 and shall be relieved of their cost overrun obligations regarding the Ballpark Project for all costs arising out of such lawsuit. Notwithstanding the foregoing, the Indemnified Party at all times shall have the right, at its option and expense, to participate fully in the defense or settlement of such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond proceed diligently to commence to defend or settle such noticeclaim within fifteen (15) days after its receipt of notice of the assertion or commencement thereof, then the Indemnified Party shall have the right, but not the obligation, to undertake the defense or settlement of such claim for the account and at the risk of the Indemnifying Party and the Indemnifying Party shall immediately pay be bound by any defense or settlement that the Indemnified Party may make to the Claimant the full amount of the such claim. Buyer shall be entitled to apply The parties agree that, for the purpose of enforcing any or all right of indemnity hereunder, the Accounts Receivable collected on behalf of Seller to a Indemnified Party may join the Indemnifying Party in any third-party claim as to which Buyer is entitled to indemnification hereundersuch right of indemnity would or might apply. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant The parties shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of in defending or settling any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures 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 to which a notice of claim, as provided below in this Section 11.2, has previously been given, which expenses shall be as follows: A. The funded on an ongoing basis, the party claiming the entitled to indemnification (the "ClaimantIndemnified Party") shall promptly give notice to notify the party from whom indemnification is claimed sought (the "Indemnifying Party") of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim, whether between the parties claim for indemnification hereunder resulting from or brought in connection with any claim or Legal Proceeding by a third party, specifying (i) the factual basis for Indemnified Party shall give such claimnotice 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 (ii) in any event within 5 business days following receipt of notice thereof. Notwithstanding anything in the amount preceding sentence to the contrary, the failure of any Indemnified Party to so notify the claimIndemnifying Party shall not relieve the Indemnifying Party from any liability for indemnification it may have if and to the extent that the Indemnifying Party shall not have been prejudiced by such omission. If In the event of any such claim relates to an action, suit for indemnification resulting from or proceeding filed in connection with a claim or Legal Proceeding by a third party party, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof; provided, however, that the 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 Claimant, Buyer for Taxes with respect to a period ending after the Closing Date. If an Indemnifying Party assumes the defense of any such notice shall be given by Claimant within five (5) days after written notice of such action, suit claim or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claimLegal Proceeding, the Indemnifying Party shall have thirty (30) days be entitled to make such investigation 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 claim as 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 deems necessary or desirable. For 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 investigation, claim or proceeding in excess of the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and proposed amount of such claimsettlement); provided, or if further, that the Indemnifying Indemnified Party does not respond to such noticemay, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to 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 assume control Legal Proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Partywhich consent shall not be unreasonably withheld. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claimsuch 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 bound borne by the results obtained Indemnifying Party (but in good faith no event shall the Indemnifying Party be required to pay the fees and expenses of more than one counsel employed by the Claimant Indemnified Party with respect to such claim. F. The indemnification rights provided in Sections 10.2 claim or proceeding) and 10.3 (y) the Indemnifying Party shall extend not have the right to direct the shareholders, directors, officers, partners employees and representatives defense of any such action on behalf of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the ClaimantIndemnified Party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The Promptly after receipt by an indemnified party claiming pursuant to the indemnification provisions of Sections (the "Claimant"b) or (c) of this Section 15 of notice of a Claim, such indemnified party shall promptly give notice 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 from whom indemnification otherwise than hereunder unless the indemnified party is claimed (materially prejudiced thereby. In case such action is brought against an indemnified party and it notifies the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount indemnifying party of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claimcommencement thereof, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third indemnifying party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expenseto participate in, and, to participate in or the extent that it may wish, to assume control of the defense of thereof, with counsel reasonably satisfactory to such claimindemnified party; provided, however, if the defendants in any action include both the indemnified party and the Claimant indemnifying party and the indemnified party shall cooperate fully with have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Partyindemnifying party, subject to reimbursement or if there is a conflict of interest which would prevent counsel for reasonable actual out-of-pocket expenses incurred by the Claimant as indemnifying party from also representing the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claimindemnified party, the Claimant EXHIBIT 2.1 indemnified party shall have the right to select separate counsel to participate in the defense of such claim 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 be liable to the indemnified party pursuant to the provisions of such Sections 15(b) or (c) 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 (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 employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, or (3) the indemnifying party has authorized the employment of counsel for the indemnified party at its own expense. D. If a claim, whether between the parties or by a third expense of the indemnifying party. No indemnifying party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third such claim or litigation, shall, except with the consent of each indemnified party claim(such consent not to be unreasonably withheld), it shall be bound by consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the results obtained release from all liability in good faith by the Claimant with respect to such claimclaim or litigation. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The party claiming the indemnification (the "Claimant"a) Each Indemnified Party shall promptly give notice to the party from whom indemnification is claimed hereunder (the "Indemnifying PartyClaim Notice") to the indemnifying Party and, to the extent applicable, in accordance with the Escrow Agreement, after becoming aware of any claim as to which recovery may be sought against the indemnifying Party because of the indemnity provided in this Article 10 or otherwise in this Agreement. The Indemnified Party shall provide the indemnifying Party with full and unrestricted access to all books and records relating to the claim, whether between the parties and to all employees or brought by a third party, specifying (i) the factual basis for other persons who are knowledgeable about such claim, and (ii) in order to allow the amount of indemnifying Party to audit the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice status of such actionclaim and the payments that have been or will be, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claimmade with respect thereto. After receiving such Claim Notice, the Indemnifying indemnifying Party shall have thirty (30) days to make such investigation from the delivery of the Claim Notice to notify the Indemnified Party that the indemnifying Party will assume the defense of any such claim as or any litigation resulting from such claim; provided that if the Indemnifying Party deems necessary period of time to respond, answer, defend or desirable. For the purposes of otherwise plead to any claim or other item is less than such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period period, the Indemnified Party shall give prior notice to the indemnifying Party, who shall have the right to so respond, defend, answer or otherwise plead by giving timely notice to the Indemnified Party and if the indemnifying Party fails to give such timely notice to the Indemnified Party, the Indemnified Party, acting reasonably shall have the right to so respond, defend, answer or otherwise plead to such claim. If the indemnifying Party assumes the defense of the claim or litigation at issue, the Indemnified Party shall have the right to employ separate counsel in such claim or litigation and to participate in the defense or conduct thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying Party unless (i) the indemnifying party shall have failed, within the time limits set forth in the preceding sentence, to assume the defense of such claim or litigation, (ii) the employment of such counsel has been specifically authorized in writing by the indemnifying Party, (iii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the indemnifying Party and such Indemnified Party and indemnifying Party shall have determined that there are material conflicting interests between the indemnifying Party and the Indemnified Party in the legal defense thereof and, in such event, each of legal counsel selected by the indemnifying Party and the Indemnified Party shall be required to cooperate fully with each other, (iv) the relief sought exceeds the indemnifying Party's maximum indemnification obligations under Article 10 hereof, or (v) equitable relief is being sought against any Indemnified Party. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an Indemnified Party to give such Claim Notice (or any mutually agreed upon extension thereofby delay by an Indemnified Party in giving such Claim Notice) unless, and then only to the validity extent that, the rights and remedies of the indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such Claim Notice. The Claim Notice required hereunder shall specify the basis for the claim for indemnification to the extent ascertainable at the time of the Claim Notice. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall include an estimate of the amount of the claim in the Claim Notice to be provided pursuant to this Section 10.6(a), accompanied by a statement therein that the claim has not yet been liquidated (an "Unliquidated Claim"). In the event that an Indemnified Party gives a Claim Notice for an Unliquidated Claim relating to or arising from the breach of a representation or warranty prior to the termination of the survival period of a representation or warranty set forth in this Section 10, such claim, or if the Indemnifying Party does not respond survival period shall be tolled with respect to such noticeUnliquidated Claim until it becomes finally resolved pursuant to the provisions of this Article 10. If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnifying Indemnified Party shall immediately pay also give a second Claim Notice within thirty (30) days after the matter giving rise to the Claimant claim becomes finally resolved, and such second Claim Notice shall specify the full amount of the claim. Buyer . (b) Failure by the indemnifying Party to notify the Indemnified Party of its election to defend any such claim or litigation by a third party within thirty (30) days from the delivery of the Claim Notice to the indemnifying Party shall be entitled deemed a waiver by the indemnifying Party of its right to apply any defend such claim or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunderlitigation. If the Claimant and indemnifying Party shall not assume the Indemnifying Party do not agree within said period (or defense of any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any such claim by a third party or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, acting reasonably, and may settle such claim of litigation on such terms as it may deem appropriate, acting reasonably, without prejudicing its rights against the indemnifying Party provided for herein. The parties and their respective counsel shall provide reasonable cooperation and information in connection with any claim or litigation as to which the Claimant indemnification is entitled to indemnification hereunder, the Indemnifying sought. (c) The indemnifying Party shall have the right at its own expensenot, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expenseor any Action resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement, except with the written consent, which consent shall not be unreasonably withheld, of the Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim or Action or which would in any way restrict or impair the business of the Buyers, the Company, any Subsidiary or any Affiliate of any of the foregoing. D. (d) If a an indemnifying Party does not, within thirty (30) days after its receipt of the Claim Notice required by Section 10.6(a) hereof or in accordance with the Escrow Agreement or, in the case of an Unliquidated Claim, within thirty (30) days after its receipt of the second Claim Notice described in Section 10.6(a), advise the Indemnified Party that the indemnifying Party denies the right of the Indemnified Party to indemnity in respect of the claim, whether then the amount of such claim shall be deemed to be finally determined between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. Parties hereto. If the Indemnifying indemnifying Party does not elect notifies the Indemnified Party that it disputes any claim made by the Indemnified Party, then the Parties hereto shall endeavor to assume control settle and compromise such claim, and if unable to agree on any settlement or otherwise participate compromise, such claim for indemnification shall be settled by appropriate arbitration in accordance with the terms of this Agreement, and any Liability established by reason of such settlement, compromise or litigation shall be deemed to be finally determined. Any claim that is finally determined in the defense of any third party claim, it manner set forth above shall be bound paid promptly by the results obtained indemnifying Party in good faith by the Claimant with respect to such claimcash. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The In the event that any claim is ------------------------------ asserted against any party claiming hereto, or any party hereto is made a party defendant in any action or proceeding, and such claim, action or proceeding involves a matter which is the indemnification subject of this indemnification, then such indemnified party (the an "ClaimantIndemnified Party") shall promptly give written prompt notice thereof to the indemnifying party from whom indemnification is claimed (the an "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit action or proceeding filed by a third party against Claimant, (although the failure to give such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given not limit an Indemnified Party's right to Claimant. B. Following receipt of notice from the Claimant of a claim, indemnification unless the Indemnifying Party shall have thirty (30) days to make is prejudiced in defending such investigation claim by such lack of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the and such Indemnifying Party shall have the right to join in the defense of said claim, action or proceeding at its such Indemnifying Party's own expensecost and expense and, if the Indemnifying Party agrees in writing to participate in or assume control 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 assured of the Indemnifying Party's ability to satisfy such agreement, then at the option of the Indemnifying Party, such Indemnifying Party may take over the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Partyaction or proceeding, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claimexcept that, in such case, the Claimant Indemnified Party shall have the right to participate join in the defense of such claim said claim, action or proceeding at its own cost and expense. D. If a claim; provided, whether between the parties or by a third partyhowever, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If -------- ------- that the Indemnifying Party does shall not elect to assume control settle or otherwise participate in the defense of compromise any third party claim, it action or proceeding without the prior written consent of the Indemnified Party which will not be unreasonably withheld or delayed; and provided, further, that no consent -------- ------- shall be bound by necessary if the results obtained Indemnified Party shall be unconditionally released and completely reimbursed for all Losses in good faith by the Claimant with respect to of such claim. F. The . No claim will be subject to indemnification rights provided in Sections 10.2 and 10.3 shall extend which is not asserted prior to the shareholders, directors, officers, partners employees and representatives expiration of the Claimant although Survival Period (as defined in Section 8.4 hereof). Subject to Section 9.17 hereof, after the Effective Date, Chopra and Swadesh Chopra ar▇ ▇▇▇▇▇▇ ▇▇- ▇ointed and shall act as agents for the purpose Corporation and the Stockholders for purposes of the procedures set forth in this Section 10.4, any responding to indemnification claims by CPI and coordinating the legal defense thereof if, in Chopra's or Swadesh Chopra's ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇esirable and appropriate to assume such parties shall be made by and through the Claimantdefense.

Procedures for Indemnification. The procedures (a) If a claim for Damages (an “Indemnity Claim”), other than Third-Party Claims under Section 8.5(b) below, is to be made by a Person entitled to indemnification under this Article 8 (an “Indemnified Party”), such party shall be give written notice briefly describing the claim and the total monetary damages sought (each, a “Notice”) to Sellers’ Representative or Buyer, as follows: A. The party claiming the indemnification applicable (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "each an “Indemnifying Party"”) as soon as practicable after such Indemnified Party becomes aware of any claimfact, whether between the parties condition or brought by a third party, specifying (i) the factual basis event which gives rise to Damages for such claim, and (ii) the amount of the claimwhich indemnification may be sought under this Article 8. If the claim relates Any failure to an action, suit or proceeding filed by a third party against Claimant, submit any such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given claim to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days not relieve any Indemnifying Party of any liability hereunder, except to make such investigation of the claim as extent that the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to demonstrates that the Indemnifying Party and/or its authorized representative(s) was actually prejudiced by such failure. The Indemnifying Party shall be deemed to have accepted the information relied upon by the Claimant to substantiate the claim. If the Claimant Notice and the Indemnifying Party agree shall be deemed to have agreed to pay the Damages at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or issue if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay send a notice of disagreement to the Claimant Indemnified Party within thirty (30) calendar days after receiving the full amount of the claimNotice. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect send a notice of disagreement to assume control the Indemnified Party within thirty (30) calendar days after receiving the Notice, the Indemnifying Party shall promptly pay to the Indemnified Party the amount sufficient to pay the Damages. For the avoidance of doubt, Buyer shall only be required to send notices to and obtain the approval of the Seller’s Representative with respect to this Section 8.5. (b) If an Indemnity Claim is to be made by an Indemnified Party entitled to indemnification hereunder in respect of, arising out of or otherwise participate in the defense of involving a claim made by any third party (each, a “Third-Party Claim”) against the Indemnified Party, the Indemnified Party shall give a Notice to the Indemnifying Party as soon as practicable after becoming aware of such Third-Party Claim. The failure of any Indemnified Party to give timely Notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates that the Indemnifying Party was actually prejudiced by such failure. After such Notice, if the Indemnifying Party acknowledges in writing to an Indemnified Party that the Indemnifying Party is liable and has indemnity obligations for any Damages resulting from any such Third-Party Claim, then the Indemnifying Party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such Third-Party Claim, (ii) to employ and engage attorneys of its own choice (provided that such attorneys are reasonably acceptable to the Indemnified Party) to handle and defend the same, unless the named parties to such action or proceeding include the Indemnified Party and the Indemnifying Party, and any such Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, in which event such Indemnified Party shall be entitled, at the Indemnifying Parties’ cost, risk and expense, to separate counsel of its own choosing, and (iii) to compromise or settle such claim, it which compromise or settlement shall be bound by made only with the results obtained in good faith by written consent of the Claimant Indemnified Party, such consent not to be unreasonably withheld, provided that any such compromise or settlement shall provide for the absolute and unconditional release of the Indemnified Parties from any Liability with respect to such Third-Party Claim. If the Indemnifying Party assumes the defense of a Third-Party Claim (to the extent permitted above), the Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Third-Party Claim and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The Parties shall cooperate with each other in any notifications to insurers. If the Indemnifying Party fails to assume the defense of such claim within fifteen (15) calendar days after receipt of the Notice (whether as a result of its election not to assume such defense), the Indemnified Party against which such claim has been asserted will have the right to undertake, at the Indemnifying Parties’ cost, risk and expense, the defense, compromise or settlement of such Third-Party Claim on behalf of and for the account and risk of the Indemnifying Parties; provided, however, that such claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim. F. , the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement; provided, however, that the Indemnifying Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The indemnification rights Indemnifying Party shall be liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with this Section 8.5 and for any final judgment (subject to any right of appeal), and each Indemnifying Party agrees to indemnify and hold harmless the Indemnified Party from and against any Damages by reason of such settlement or judgment subject to the limitations provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the ClaimantArticle 8.

Procedures for Indemnification. The procedures Party or other indemnified Person making a claim for indemnification under this Article 9 is referred to as the “Indemnified Party” and the Party providing indemnification is referred to as the “Indemnifying Party” for the purposes of this Article. The following provisions shall apply to any Claims for which an Indemnifying Party may be as followsobligated to indemnify an Indemnified Party pursuant to this Agreement: A. The (a) upon receipt from a third party claiming by the Indemnified Party of notice of a claim or the Indemnified Party becoming aware of a claim in respect of which the Indemnified Party proposes to demand indemnification (from the "Claimant") Indemnifying Party, the Indemnified Party shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available that effect to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant with reasonable promptness, provided that failure to substantiate the claim. If the Claimant and give such notice shall not relieve the Indemnifying Party agree at or prior from any liability it may have to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) Indemnified Party except to the validity and amount of such claim, or if extent that the Indemnifying Party does not respond to such notice, is prejudiced thereby; (b) in the Indemnifying Party shall immediately pay to the Claimant the full amount case of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a Claims arising from third party as to which the Claimant is entitled to indemnification hereunderparties, the Indemnifying Party shall have the right at its own expense, by notice to participate the Indemnified Party not later than 30 days after receipt of the notice described in or paragraph (a) above to assume the control of the defense defence, compromise or settlement of the claims, provided that such assumption shall, by its terms, be without costs to the Indemnified Party and the Indemnifying Party shall at the Indemnified Party’s request furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such claimdefence, and compromise or settlement; (c) upon the Claimant assumption of control by the Indemnifying Party as aforesaid, the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the claims at its sole expense, including employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully with fully, but at the expense of the Indemnifying Party, subject to reimbursement make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defence; provided always that the Indemnified Party shall be entitled to reasonable actual out-of-pocket expenses incurred security from the Indemnifying Party for any expense, costs or other liabilities to which it may be or may become exposed by reason of such cooperation; (d) the Claimant final determination of any such claims arising from third parties, including all related costs and expenses, will be binding and conclusive upon the Parties as to the validity or invalidity, as the result case may be, of a request by such claims against the Indemnifying Party hereunder; and (e) should the Indemnifying Party fail to give notice to the Indemnified Party as provided in paragraph (b) above, the Indemnified Party shall be entitled to make such settlement of the claims as in its sole discretion may appear reasonably advisable, and such settlement or any other final determination of the claims shall be binding upon the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures (a) Any Person making a claim for indemnification shall be under this ARTICLE VI is referred to herein as follows: A. an “Indemnified Party”. The party claiming the indemnification (the "Claimant") shall promptly give notice to the party Person from whom indemnification is claimed (sought is referred to herein as the "“Indemnifying Party") ”. Promptly after receiving notice of any claimProceeding, whether between investigation, demand or other claim against the parties or brought Indemnified Party by a third partyparty (a “Third Party Claim”), specifying the Indemnified Party shall provide written notice of such claim (any such written notice, an “Indemnification Notice”) to: (i) the factual basis for such Purchaser subject to the indemnification claim, if the Third Party Claim arises under Section 6.2 and (ii) the Sellers’ Representative, if the Third Party Claim arises under Section 6.3. Each such Indemnification Notice shall describe in reasonable detail the applicable Third Party Claim, including the facts giving rise to such claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known); provided, that the claim. If the claim relates failure to so notify an action, suit or proceeding filed by a third party against Claimant, such notice Indemnifying Party shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure. The Indemnified Party shall have thirty (30) days to make also provide such investigation of the claim other information with respect thereto as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(smay reasonably request. (b) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Any Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim Third Party Claim at such Indemnifying Party’s expense, and at its own expenseoption shall be entitled to assume the defense thereof within twenty (20) Business Days after receipt of the Indemnification Notice if the Indemnifying Party acknowledges in writing the Indemnifying Party’s obligation to indemnify the Indemnified Party against any Losses that may result from such Third Party Claim and by appointing a reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided, that the 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 VI. Notwithstanding the foregoing, if the Indemnified Party shall have determined in good faith, and upon advice of counsel, that an actual conflict of interest makes representation of the Indemnifying Party and the Indemnified Party by the same counsel inappropriate, then 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. D. If (c) 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. 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, conditioned or delayed), unless the relief (i) is not in respect of a claimThird Party Claim for Taxes, whether between (ii) consists solely of money damages (all of which the parties Indemnifying Party shall pay) and (iii) includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto; provided, however, that if the Indemnified Party fails to consent to such settlement or compromise and such settlement or compromise does not include injunctive relief, the Liability of the Indemnifying Party with respect to such Third Party Claim under this Agreement shall be limited to the amount that would have otherwise been payable had the Indemnifying Party entered into such settlement or compromise. The party assuming the defense of such claim shall provide the other party with updates and information regarding the proceedings, as well as any settlement proposals made. In the event that the Indemnified Party assumes the defense of any Third Party Claim, the Indemnifying Party shall be entitled to request the Indemnified Party to accept any settlement proposed by a or agreed upon by the applicable third party, requires immediate as long as such settlement is entirely monetary and the Indemnifying Party is willing to provide full indemnification in connection thereto. (d) In all cases, the Indemnified Party shall provide its reasonable cooperation with the Indemnifying Party in defense of claims or litigation relating to Third Party Claims, including by making employees, information and documentation reasonably available. If the Indemnifying Party shall not, within twenty (20) Business Days of receiving the Indemnification Notice, notify the Indemnified Party that it shall assume the defense of any such Third Party Claim, or fails to defend or withdraws from the defense of any such Third Party Claim or the Indemnifying Party is any Seller and the claim(s) relate to or arise in connection with any Purchaser Defensible Matter, the Indemnified Party may defend against such matter in a manner consistent with the 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 be unreasonably withheld, conditioned or delayed). Any of following shall constitute a “Purchaser Defensible Matter”: (i) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, (ii) the parties will make Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to or materially injure the Indemnified Party’s reputation or future business prospects, (iii) the claim seeks an injunction or equitable relief against the Indemnified Party, (iv) the Indemnified Party has been advised by counsel to the effect that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party or (v) the estimated Loss is less than (and would not cause the aggregate of all Losses to exceed) the Basket Amount. (e) The Indemnified Party shall provide written notice of claim that is not a Third Party Claim to: (i) the Purchaser subject to the indemnification claim, if such claim arises under Section 6.2 and (ii) the Sellers’ Representative, if such claim arises under Section 6.3. Such claim shall describe in reasonable efforts detail the facts giving rise to reach a decision any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known); provided, that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that (and only to the extent that) the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party shall also provide such other information with respect thereto as expeditiously as possiblethe Indemnifying Party may reasonably request. E. If (f) In the event that the Indemnifying Party does not elect notify the Indemnified Party that it disputes either a Third Party Claim or another claim within thirty (30) days from receipt of the claim notice, the Indemnifying Party will be deemed to assume control have acknowledged liability for such claim and the Sellers shall promptly pay such claim. If the Indemnifying Party disputes the validity or otherwise participate in the defense amount of any third party such claim, it the Indemnifying Party shall so notify the Indemnified Party in writing within thirty (30) days after receipt of the claim notice specifying in reasonable detail the points of disagreement. If any dispute is not resolved within thirty (30) days after the Indemnified Party receives a dispute notice, then either of such parties can initiate an action pursuant to Section 7.10; provided however, that, unless the applicable Indemnified Party initiates legal proceedings pursuant to such claim (whether a Third Party Claim or otherwise) within 90 days following the receipt of a dispute notice, such claim shall be bound deemed as if determined in favor of the Indemnifying Party. (g) Subject to this ARTICLE VI, within ten (10) days after any final decision, judgment or award shall have been rendered by a Governmental Authority with competent jurisdiction (and a resolution of any appeal therefrom and the results obtained expiration of the time in good faith by which to appeal therefrom), or a settlement shall have been consummated, or the Claimant Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement, in each case, with respect to such claima claim hereunder (i) if the claim for indemnification was brought pursuant to Section 6.2, the indemnifying Purchaser shall pay or cause to be paid all sums due and owing to the Seller Indemnified Party in immediately available funds to an account specified by the Seller Indemnified Party and (ii) if the claim for indemnification was brought pursuant to Section 6.3, the Indemnifying Party shall pay or cause to be paid all sums due and owing to the Purchaser Indemnified Party in immediately available funds to an account specified by the Purchaser Indemnified Party (all subject to the other provisions of this ARTICLE VI). F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend (h) Notwithstanding anything to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth contrary in this Section 10.46.6, any in the event that a Purchaser Indemnified Party brings a claim for indemnification claims under Section 6.3(iii) and such claim relates to the breach of a representation or warranty or covenants by one Seller (a “Solo Shareholder Claim”), then, solely for purposes of this ARTICLE VI, (i) only the Seller that is subject to such parties Solo Shareholder Claim (the “Solo Shareholder”) shall be made by considered a Seller Indemnifying Party, and through (ii) the ClaimantSolo Shareholder shall serve the role of Sellers’ Representative for purposes of the Solo Shareholder Claim under this ARTICLE VI, mutatis mutandis (all of the foregoing, without derogating from any other provision of this ARTICLE VI which shall apply mutatis mutandis).

Procedures for Indemnification. The procedures for indemnification shall pursuant to this Article 8 will be as follows: A. (a) The party claiming the indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to the party from whom indemnification is claimed (the "“Indemnifying Party"”) of any claimclaim for Losses, whether arising between the parties or brought by in connection with a third partythird-party claim made against the Indemnified Party, specifying (i) specifying, in reasonable detail, the factual facts and circumstances of and the basis for such claim, and (ii) as then known by the amount of the claimIndemnified Party. If the an indemnification claim hereunder relates to an actiona third-party claim made against the Indemnified Party, suit or proceeding filed by a notice of such third party against Claimant, such notice claim shall be given by Claimant the Indemnified Party to the Indemnifying Party promptly (but in any event within five fifteen (515) days after written notice of such action, suit or proceeding was third party claim shall have been given to Claimantthe Indemnified Party by such third party). Failure to give prompt notice pursuant to this Section 8.4(a) shall not affect the Indemnifying Party’s indemnification obligations hereunder in the absence of material prejudice thereto (in H:836720 49 which case the Indemnifying Party’s indemnification obligations shall only be reduced to the extent of such material prejudice). B. (b) Following receipt of notice from the Claimant Indemnified Party of a claim, the Indemnifying Party shall will have thirty forty-five (3045) days during which to make such investigation of the claim as the Indemnifying Party deems shall deem necessary or desirable. For the purposes of such investigation, the Claimant Indemnified Party agrees to make available to the Indemnifying Party and/or its the Indemnifying Party’s authorized representative(sRepresentative(s) the information relied upon by the Claimant Indemnified Party to substantiate the claimclaim (except to the extent such information is privileged). If the Claimant Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty forty-five (30) day 45)-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant Indemnified Party the full amount of the claimclaim in accordance with Section 8.4(f). Buyer shall be entitled In the event the parties are unable to apply any or all of the Accounts Receivable collected on behalf of Seller agree, either party may bring a Proceeding to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyresolve such dispute in accordance with Section 9.9. C. (c) With respect to any claim by a third party as to for which the Claimant an Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right right, at its own expense, to participate in or or, if the Indemnifying Party so elects, to assume control of the defense of such claimclaim through counsel of the Indemnifying Party’s choice reasonably acceptable to the Indemnified Party by providing written notice within forty-five (45) days following notice from the Indemnified Party acknowledging the Indemnifying Party’s obligation to indemnify the Indemnified Party, and the Claimant Indemnified Party shall reasonably cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable and documented actual out-of-pocket expenses expense incurred by the Claimant Indemnified Party as the result of a request by the Indemnifying Party to so cooperate; provided, that the Indemnifying Party will not be entitled to control, and the Indemnified Party will be entitled to have sole control over, the defense or settlement of any claim if (i) such claim involves a criminal proceeding, action, indictment, allegation or investigation, (ii) a conflict of interest between the Indemnifying Party and the Indemnified Party exists other than ordinary conflicts that arise under this Agreement and the other Transaction Documents, (iii) such claim involves any customers of the Indemnified Party or its Affiliates, (iv) the Indemnifying Party has not agreed and acknowledged in writing (for the benefit of the Indemnified Party) its unqualified obligation to indemnify the Indemnified Party as provided hereunder with respect to such claim, subject to the limitations set forth in this Article 8, (vi) such claim seeks an injunction or other equitable relief against the Indemnified Party or any of its Affiliates or (vii) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall Indemnified Party will have the right to participate in the defense of such claim at its own expense. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably delayed, withheld or conditioned), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates or if such settlement or compromise does not include an unconditional release of the Indemnified Party for any liability arising out of such claim or demand or any related claim or demand. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. (d) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third third-party claim within forty-five (45) days following notice from the Indemnified Party (or such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of the Indemnified Party to defend such claim), it shall the Indemnified Party will (upon delivering written notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim (all at the cost and expense of the Indemnifying Party), and the Indemnifying Party will be bound by the H:836720 50 results obtained in good faith by the Claimant Indemnified Party with respect to such claim. The Indemnified Party will not settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnifying Party without the consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. F. The indemnification rights provided in Sections 10.2 (e) If any Buyer Group Member is entitled to recourse directly against any Seller pursuant to this Article 8 and 10.3 is not able to recover the full amount of any such claim from such Seller, Buyer shall extend have the right to demand from such Seller the satisfaction of such claim through the delivery to Buyer of a number of Rollover Shares held by such Seller having an aggregate Rollover Share Value equal to the shareholders, directors, officers, partners employees and representatives amount that such Buyer Group Member was unable to recover. Each Seller hereby agrees to any such delivery of the Claimant although for the purpose Rollover Shares from such Seller to Buyer in satisfaction of the procedures set forth in this Section 10.4, any indemnification claims obligations hereunder and authorizes Buyer to transfer such Rollover Shares to Buyer or any of its Affiliates. Notwithstanding the foregoing, if a Seller fails to deliver such Rollover Shares in satisfaction of any indemnification obligations hereunder, without any further action by ▇▇▇▇▇, such Seller shall automatically forfeit all of such Sellers’ rights, title and interest in and with respect to such Rollover Shares, and Buyer shall be deemed the owner of such Rollover Shares for all purposes, and ▇▇▇▇▇ agrees to provide such Seller with written notice thereof promptly after any such forfeiture. (f) Any indemnification payments made by Buyer pursuant to this Article 8 shall be effected by wire transfer of immediately available funds to an account or accounts designated by the Seller Group Member within three (3) Business Days after the determination thereof, whether pursuant to a final judgment, settlement or agreement among the parties. All indemnification payments by a Seller Group Member shall be satisfied through the delivery to the Buyer Group Member of a number of Rollover Shares held by such parties shall be made by and through Seller having an aggregate Rollover Share Value equal to the Claimantamount of such indemnification obligation three (3) Business Days after the determination thereof, whether pursuant to a final judgment, settlement or agreement among the parties.

Procedures for Indemnification. The procedures for If an event occurs that entitles a Parent Indemnified Party, or that a Parent Indemnified Party reasonably believes entitles it, to indemnification shall be as follows: A. The party claiming pursuant to this Article VII, the indemnification (the "Claimant") Parent Indemnified Party shall promptly give notice notify the Securityholder Representative; provided, that that no delay on the part of the Parent Indemnified Party in notifying the Securityholder Representative shall relieve an Indemnifying Person of any liability or obligation hereunder, except to the party from whom indemnification is claimed (the "extent that such Indemnifying Person has been materially prejudiced by such Parent Indemnified Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates ’s failure to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to give such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying The Parent Indemnified Party shall have the right at its own expenseto undertake, to participate in or assume conduct, control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of settle the defense of any third-such third party claim; provided, however, that the Claimant Parent Indemnified Party may not affect the settlement of any such claim without the consent of the Securityholder Representative, which consent shall have not be unreasonably withheld or delayed. The Securityholder Representative shall cooperate with the right to participate Parent Indemnified Party and its counsel in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts and shall be entitled to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in 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 any third party 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, it 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 Indemnifying Persons shall be bound by the results obtained deemed to have acknowledged and agreed to pay such Loss in good faith by the Claimant with respect full and to have waived any right to dispute such claimLoss. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The party claiming (a) If there occurs a Loss that either Party asserts is indemnifiable pursuant to Section 5.1 or 5.2, the Party seeking indemnification (the "Claimant"“Indemnitee”) shall promptly give provide notice (the “Notice of Claim”) to the party from whom other Party or Parties obligated to provide indemnification is claimed (the "“Indemnifying Party") ”); provided, that the failure of any claim, whether between Indemnitee to give prompt notice as provided in this Section 5.3 shall not relieve the parties Indemnifying Party of its obligations under Article V except and only to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such Action or Proceeding shall be brought by against any Indemnitee and the Indemnitee shall provide a third party, specifying (i) Notice of Claim to the factual basis for such claim, and (ii) the amount Indemnifying Party of the claim. If commencement thereof, the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice Indemnifying Party shall be given by Claimant within five (5) days 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 written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant Indemnifying Party to such Indemnitee of such election so to assume the defense thereof, the 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; provided, however, that 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 result in a conflict of interest, then the Indemnitee shall have the right to 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. 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 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, consent to the entry of a claimjudgment (which shall not be unreasonably withheld, conditioned or delayed), settle any Claim or consent to the entry of a judgment on any terms other than the payment of money for which the Indemnifying Party is wholly liable. (b) Upon receipt of a Notice of Claim, the Indemnifying Party shall have thirty twenty (3020) calendar days to make contest its indemnification obligation with respect to such investigation claim, or the amount thereof, by providing written notice to the Indemnitee (the “Contest Notice”); provided, however, that if, at the time a Notice of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available Claim is submitted to the Indemnifying Party and/or its authorized representative(sthe amount of the Loss in respect thereof has not yet been determined, such 20-day period in respect of, but only in respect of the amount of the Loss, shall not commence until a further written notice (the “Notice of Liability”) the information relied upon has been sent or delivered by the Claimant Indemnitee to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to setting forth the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Loss incurred by the Indemnitee that was the subject of the earlier Notice of Claim. Such Contest Notice shall specify the reasons or if bases for the objection of the Indemnifying Party does not respond to the claim, and if the objection relates to the amount of the Loss asserted, the amount, if any, that the Indemnifying Party believes is due to the Indemnitee, and any undisputed amount shall be promptly paid over to the Indemnitee. If no such noticeContest Notice is given within such 20-day period, the obligation of the Indemnifying Party to pay the Indemnitee the amount of the Loss set forth in the Notice of Claim, or subsequent Notice of Liability, shall be deemed established and accepted by the Indemnifying Party. (c) If the Indemnifying Party fails to assume the defense of such Claim or, having assumed the defense and settlement of such Claim, fails reasonably to contest such Claim in good faith, the Indemnitee, without waiving its right to indemnification, may assume, at the cost of the Indemnifying Party, the defense and settlement of such Claim; provided, however, that (i) the Indemnifying Party shall immediately pay be permitted to join in the Claimant the full amount defense and settlement of the claim. Buyer shall be entitled such Claim and to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right employ counsel at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If (ii) the Indemnifying Party elects to assume control of shall cooperate with the defense of any third-party claim, the Claimant shall have the right to participate Indemnitee in the defense and settlement of such claim at its own expense. D. If a claim, whether between Claim in any manner reasonably requested by the parties or by a third party, requires immediate action, Indemnitee and (iii) the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If Indemnitee shall not settle such Claim without soliciting the views of the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claimand giving them due consideration. F. (d) The indemnification rights provided in Sections 10.2 and 10.3 Indemnifying Party shall extend make any payment required to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by under this Article V in cash and through the Claimanton demand.

Procedures for Indemnification. The procedures (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 follows: A. The otherwise provided in Section 14.4, the party claiming the entitled to indemnification (the "ClaimantINDEMNIFIED PARTY") shall promptly give notice to notify the party from whom which indemnification is claimed sought (the "Indemnifying PartyINDEMNIFYING PARTY") of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim, whether between the parties claim -------- ------- for indemnification hereunder resulting from or brought in connection with any claim or Legal Proceeding by a third party, specifying (i) the factual basis for Indemnified Party shall give such claimnotice 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 (ii) provided that failure to notify the amount Indemnifying Party shall -------- not relieve the Indemnifying Party of any liability it may have to the claimIndemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been actually prejudiced by such failure). If In the event of any such claim relates to an action, suit for indemnification resulting from or proceeding filed in connection with a claim or Legal Proceeding by a third party against Claimantparty, such notice shall be given the Indemnifying Party may, at its sole cost and expense, assume the defense thereof by Claimant within five (5) days after written notice within 30 calendar days, using counsel that is reasonably satisfactory to the Indemnified Party. If an Indemnifying Party assumes the defense of any such action, suit claim or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claimLegal Proceeding, the Indemnifying Party shall have thirty (30) days be entitled to make such investigation take all steps necessary in the defense thereof including the settlement of any case that involves solely monetary damages without the consent of the claim as Indemnified Party; provided, however, 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. If the Indemnifying Party deems necessary or desirable. For has assumed the purposes defense of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim or Legal Proceeding by a third party as to which provided herein, (A) it shall be conclusively established for the Claimant is entitled purposes hereof that the claims made in that Legal Proceeding are within the scope of and subject to indemnification hereunder, and the Indemnifying Party shall have promptly indemnify the right at its own expenseIndemnified Party in accordance with the terms of this Article XI, and (B) the Indemnifying Party shall not consent to, or enter into, any compromise or settlement of (which settlement (i) commits the Indemnified Party to participate in take, or assume control to forbear to take, any action or (ii) does not provide for a full and complete written release by such third party of the defense Indemnified Party), or consent to the entry of any judgment that does not relate solely to monetary damages arising from, any such claimclaim or Legal Proceeding by a third party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Claimant 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, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Partywhich consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claimsuch 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 bound 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. (b) If Seller, as the Indemnifying Party, assumes defense of a claim or Legal Proceeding under and subject to Section 11.4(a) and such claim or Legal Proceeding has been brought by a customer or supplier of the results obtained Business of any Acquired Company, subject to any limitation under applicable Law and in addition to those rights afforded Purchaser as Indemnified Party under Section 11.4(a), (i) Seller shall provide Purchaser with a timely and reasonably detailed account of such claim or Legal Proceeding and copies of all written materials relating to such claim or Legal Proceeding, (ii) Seller shall consult with Purchaser before taking any significant action in connection with such claim or Legal Proceeding, (iii) Seller shall consult with Purchaser and offer Purchaser an opportunity to comment before submitting any written materials to any Governmental Body prepared or furnished in connection with such claim or Legal Proceeding, and (iv) Seller shall defend such claim or Legal Proceeding diligently and in good faith by the Claimant with respect to such claimfaith. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. (a) Promptly after receipt by a Buyer Indemnified Party or Seller Indemnified Party, as applicable (the “Indemnified Party”), of written notice of the assertion or the commencement of any claim or other litigation by a third party with respect to any matter referred to in Sections 8.2(a)-8.2(f) or 8.3(a)-8.3(e), the Indemnified Party shall give written notice thereof to Seller or Buyer, as applicable (the “Indemnifying Party”), which notice shall include a description of the claim or litigation and the good faith estimated amount of Losses asserted in connection therewith (to the extent such Losses can, in good faith, be estimated) and the basis for the claim or litigation, and thereafter shall keep the Indemnifying Party reasonably informed with respect thereto; provided, however, that failure of the Indemnified Party to give such notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby. (b) The procedures Indemnifying Party shall be entitled to participate in the defense of such third party claim or litigation giving rise to the Indemnified Party’s claim for indemnification shall at the Indemnifying Party’s expense, and at its option (subject to the limitations set forth below), to be as follows: A. The party claiming the indemnification (the "Claimant") shall promptly give exercised by giving written notice to the party from whom indemnification is claimed (Indemnified Party, shall be entitled to assume the "defense thereof at the Indemnifying Party"’s expense by appointing a reputable counsel reasonably acceptable (such acceptance not to be unreasonably withheld, conditioned, or delayed) to the Indemnified Party to be the lead counsel in connection with such defense; provided, however, that: (i) the Indemnified Party shall be entitled to participate in the defense of such claim or litigation and to employ counsel of its choice for such purpose, so long as the fees and expenses of such separate counsel are borne by the Indemnified Party; provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable documented and out-of-pocket fees and expenses of counsel to the Indemnified Party if it is ultimately determined that such Indemnifying Party is required to indemnify such Indemnified Party hereunder; (ii) the Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the reasonable documented and out-of-pocket fees and expenses of counsel retained by the Indemnified Parties if it is ultimately determined that such Indemnifying Party is required to indemnify such Indemnified Party hereunder if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action or indictment; or (B) the claim seeks an injunction or equitable relief against an Indemnified Party; (iii) at any time during the pendency of such claim or any litigation or other proceeding relating thereto, the Indemnified Party may assume control of the defense and settlement of such claim upon prior written notice to the Indemnifying Party if, in the reasonable judgment of the Indemnified Party, the Indemnifying Party fails to diligently defend such claim; and (iv) if the Indemnifying Party assumes control of the defense of any claimsuch claim or litigation, whether between the parties Indemnified Party shall agree to any settlement, compromise or brought discharge of such claim or litigation that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of Losses in connection with such claim or litigation and does not impose any financial or other material obligations or material restrictions on the Indemnified Party in any manner (for clarity, other than obligations for which the Indemnified Party is indemnified hereunder); provided, however, that the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of a claim or litigation or ceasing to defend such claim or litigation if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities with respect to such claim or litigation, with prejudice. (c) In order for any Indemnified Party to be entitled to any indemnification pursuant to this Article VIII for a Loss that does not result from any claim or other litigation by a third party, the Indemnified Party shall notify the Indemnifying Party in writing within ten (10) Business Days of such Indemnifying Party becoming aware of the event giving rise to such Indemnified Party’s claim for indemnification, specifying (i) in reasonable detail the factual basis for of such claim; provided, and (ii) however, that failure to give such notification shall not affect the amount of indemnification provided hereunder except to the claim. If extent the claim relates to an action, suit or proceeding filed by Indemnifying Party shall have been actually prejudiced as a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice result of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the failure. The Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes after its receipt of such investigationnotice to respond in writing to such claim, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said during which thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if Indemnified Party shall give the Indemnifying Party does not respond reasonable access to the books, records and assets of the Indemnified Party which evidence or support such claim or the act, omission or occurrence giving rise to such noticeclaim and the right, the Indemnifying Party shall immediately pay upon prior notice during normal business hours, to the Claimant the full amount interview any Representative of such Indemnified Party, including outside legal counsel, accountants and financial advisors of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Indemnified Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Partyrelated thereto. If the Indemnifying Party elects disputes its liability with respect to assume control of the defense of any third-party such claim, the Claimant Indemnifying Party and the Indemnified Party shall have the right proceed to participate in the defense negotiate a resolution of such claim at its own expense. D. dispute for a period of thirty (30) days. If a claim, whether between after the parties or by a third party, requires immediate actionconclusion of such thirty (30) day period the dispute has not been resolved, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Indemnified Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect free to pursue such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend remedies as may be available to the shareholders, directors, officers, partners employees Indemnified Party on the terms and representatives subject to the provisions of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the ClaimantAgreement.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. (a) The party claiming the indemnification (the "ClaimantIndemnified Party") that may be entitled to indemnity hereunder shall promptly give prompt notice to the party from whom indemnification is claimed obligated to give indemnity hereunder (the "Indemnifying Party") of the assertion of any claim, whether between or the parties commencement of any suit, action or brought proceeding in respect of which indemnity may be sought hereunder. Any failure on the part of any Indemnified Party to give the notice described in this Section 8.5(a) shall relieve the Indemnifying Party of its obligations under this Article 8 only to the extent that such Indemnifying Party has been prejudiced by a third partythe lack of timely and adequate notice (except that the Indemnifying Party shall not be liable for any expenses incurred by the Indemnified Party during the period in which the Indemnified Party failed to give such notice). Thereafter, specifying the Indemnified Party shall deliver to the Indemnifying Party, promptly (iand in any event within 10 days thereof) after the factual basis for Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimantproceeding. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30b) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, obligation to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense or settlement of any third-party claim, suit, action or proceeding in respect of which indemnity may be sought hereunder, provided that (i) Seller shall at all times have the Claimant right, at its option, to participate fully therein, and (ii) if Buyer does not proceed diligently to defend the third-party claim, suit, action or proceeding within 10 days after receipt of notice of such third-party claim, suit, action or proceeding, Seller shall have the right right, but not the obligation, to participate in undertake the defense of any such claim at its own expensethird-party claim, suit, action or proceeding. D. If (c) The Indemnifying Party shall not be required to indemnify the Indemnified Party with respect to any amounts paid in settlement of any third- party suit, action, proceeding or investigation entered into without the written consent of the Indemnifying Party; provided, however, that if the Indemnified Party is a claimBuyer Indemnified Party, whether between such third-party suit, action, proceeding or investigation may be settled without the consent of the Indemnifying Party on 10 days' prior written notice to the Indemnifying Party if such third-party suit, action, proceeding or investigation is then unreasonably interfering with the business or operations of Buyer and the settlement is commercially reasonable under the circumstances; and provided further, that if the Indemnifying Party gives 10 days' prior written notice to the Indemnified Party of a settlement offer which the Indemnifying Party desires to accept and to pay all Losses with respect thereto ("Settlement Notice") and the Indemnified Party fails or refuses to consent to such settlement within 10 days after delivery of the Settlement Notice to the Indemnified Party, and such settlement otherwise complies with the provisions of this Section 8.5, the Indemnifying Party shall not be liable for Losses arising from such third-party suit, action, proceeding or investigation in excess of the amount proposed in such settlement offer. Notwithstanding the foregoing, no Indemnifying Party will consent to the entry of any judgment or enter into any settlement without the consent of the Indemnified Party, if such judgment or settlement imposes any obligation or liability upon the Indemnified Party other than the execution, delivery or approval thereof and customary releases of claims with respect to the subject matter thereof. (d) The parties shall cooperate in defending any such third-party suit, action, proceeding or investigation, and the defending party shall have reasonable access to the books and records, and personnel in the possession or control (as defined in Exhibit 4.1) of the Indemnified Party that are pertinent to the defense. The Indemnified Party may join the Indemnifying Party in any suit, action, claim or proceeding brought by a third party, requires immediate actionas to which any right of indemnity created by this Agreement would or might apply, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of enforcing any right of the procedures set forth in indemnity granted to such Indemnified Party pursuant to this Section 10.4, any indemnification claims by such parties shall be made by and through the ClaimantAgreement.

Procedures for Indemnification. The procedures for As used herein, an "INDEMNIFIED ------------------------------- PARTY" means a party seeking indemnification shall be as follows: A. The party claiming pursuant to ARTICLE 10, and the indemnification (the term "Claimant") shall promptly give notice to INDEMNIFYING PARTY" means the party from whom who is obligated to provide indemnification is claimed 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 (the a "Indemnifying PartyTHIRD-PARTY CLAIM") of any claimwhich it has knowledge, whether between for which such Indemnifying Party is entitled to indemnification under this ARTICLE 10. In the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant case of a claimThird-Party Claim, the Indemnifying Party shall will have thirty (30) days the right to make direct, through counsel of its own choosing, the defense or settlement of any such investigation 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 claim as Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party deems necessary or desirable. For with access to the purposes of Indemnified Party's records and personnel relating to any such investigation, the Claimant agrees to make available to Third-Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party and/or its authorized representative(s) in the information relied upon by the Claimant to substantiate the claim. If the Claimant defense or settlement of such Third-Party Claim, and the Indemnifying Party agree at or prior to will reimburse the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Indemnified Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or for all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket costs and expenses incurred by in providing such access, personnel and cooperation. Upon assumption of the Claimant as the result defense of a request any 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 (which consent will not be unreasonably withheld) 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. No such Third-Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, which consent will not be unreasonably withheld. If the Indemnifying Party elects fails to assume control of defend or fails to prosecute or withdraws from such defense, 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 thirdsuch Third-party claimParty 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 Claimant shall Indemnified Party will give the Indemnifying Party prompt written notice thereof and the Indemnifying Party will have the right to participate in the settlement or assume or reassume the defense of such claim at its own expenseThird-Party Claim. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. (a) As used herein, an "INDEMNIFIED PARTY" means a Purchaser Indemnitee seeking indemnification pursuant to Section 10.2 hereof or a Seller Indemnitee seeking indemnification pursuant to Section 10.3 hereof. The procedures for indemnification shall be as follows: A. The Indemnified Party agrees to give the other party claiming the indemnification (the "ClaimantINDEMNITOR") shall promptly give prompt written notice to the of any event, or any claim, action, suit, demand, assessment, investigation, arbitration or other proceeding by or in respect of a third party from whom indemnification is claimed (the a "Indemnifying PartyTHIRD PARTY CLAIM") of any claimwhich it has knowledge, whether between the parties or brought by a third party, specifying (i) the factual basis for which such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Indemnified Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification under this Article X (including in any case copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No delay on the part of an Indemnified Party in giving the Indemnitor notice of a Third Party Claim shall relieve the Indemnitor from any obligation hereunder unless the Indemnitor is prejudiced thereby. (b) Within twenty days of delivery of such written notice, the Indemnitor may, at the expense of the Indemnitor, elect to take all necessary steps properly to contest any Third Party Claim or to prosecute such Third Party Claim to conclusion or settlement; provided, that without the prior written consent of an Indemnified Party, the Indemnitor will not enter into any settlement of a Third Party Claim which would lead to liability or create any financial or other obligation on the part of such Indemnified Party for which such Indemnified Party is not indemnified hereunder. If the Claimant and Indemnitor makes the Indemnifying foregoing election, an Indemnified Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall will have the right to participate at its own expense in all proceedings. If the Indemnitor does not make such election or if the Indemnitor fails to take reasonable steps necessary to diligently defend such Third Party Claim within twenty days after receiving notice from the Indemnified Party that the Indemnified Party believes that the Indemnitor has failed to take such steps, an Indemnified Party shall be free to handle the prosecution or defense of any such Third Party Claim, will take all necessary steps to contest the Third Party Claim or to prosecute such Third Party Claim to conclusion or settlement satisfactory to such Indemnified Party at the sole cost and expense of the Indemnitor (including reasonable attorney's and expert's fees and expenses and court and arbitration costs), will notify the Indemnitor of the progress of any such Third Party Claim, will permit the Indemnitor, at the sole cost of the Indemnitor, to participate in such prosecution or defense and will provide the Indemnitor with reasonable access to all relevant information and documentation relating to the Third Party Claim and the prosecution or defense thereof. In any case, the party not in control of the Third Party Claim will cooperate with the other party in the conduct of the prosecution or defense of such claim at its own expense. D. If Third Party Claim. Notwithstanding the foregoing, if an Indemnified Party is offered a claim, whether between the parties or written settlement proposal by a third partyparty that has as its sole component the payment of money by the Indemnified Party and the Indemnitor recommends to the Indemnified Party in writing that it accept such settlement proposal (the "SANCTIONED SETTLEMENT") and the Indemnified Party refuses to accept such settlement proposal, requires immediate actionin such event if the ultimate settlement terms agreed to by the Indemnified Party with such third party or the final monetary damages award against the Indemnified Party (either, a "FINAL SETTLEMENT AMOUNT"), is greater than the amount of the Sanctioned Settlement, the parties will make all reasonable efforts Indemnified Party shall be responsible for the differential between the Final Settlement Amount and the Sanctioned Settlement and the Indemnitor's liability shall be limited to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate amount specified in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claimSanctioned Settlement. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. (a) The party claiming the indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to the party from whom the indemnification is claimed (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a third partyparty against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim, if known or reasonably estimable. If the claim relates Failure to an action, suit or proceeding filed by a third party against Claimant, such give prompt notice shall be given by Claimant within five (5) days after written notice not affect the indemnification obligations hereunder except to the extent of such action, suit or proceeding was given to Claimantactual prejudice. B. (b) Following receipt of notice from the Claimant Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) 30 days in which to make such investigation of the claim as the Indemnifying Party deems shall deem necessary or desirable. For the purposes of such investigation, the Claimant Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant Indemnified Party to substantiate the claim. If the Claimant Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) -day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant Indemnified Party the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree affirmatively rejects such claim within said period (or any mutually agreed upon extension thereof)such 30-day period, the Claimant may Indemnified Party will be free to seek appropriate legal remedyjudicial or other enforcement of its rights to indemnification under this Agreement. C. (c) With respect to any claim by a third party as to which the Claimant Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, expense to participate in or or, if it so elects, to assume control of the defense of such claim, and the Claimant Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for any reasonable actual out-of-pocket expenses cost or expense incurred by the Claimant Indemnified Party as the result of a request by the Indemnifying PartyParty to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant Indemnified Party shall have the right to participate in the defense of such claim at its own expense; provided that if the Indemnified Party reasonably determines in good faith that there exist actual or potential conflicts of interest that make representation by the same counsel inappropriate, the Indemnified Party shall be entitled to employ separate counsel (but not more than one per jurisdiction) at the expense and cost of the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand unless (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim, (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates and (iii) any amounts owing from any Indemnified Party pursuant to such compromise or settlement are subject to full indemnification by the Indemnifying Party (which has acknowledged in writing its responsibility therefor and has demonstrated its financial ability to satisfy such obligation). D. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third third-party claim, it the Indemnifying Party shall be bound by the results obtained in good faith by the Claimant Indemnified Party with respect to such claim. F. The indemnification rights provided in Sections 10.2 claim and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made liable for all costs and expenses of defending such claim incurred by Indemnified Party, including fees and through the Claimantdisbursements of counsel.

Procedures for Indemnification. The procedures 8.7.1 In the case of a claim against the Sellers that may be covered at least in part by the Escrow Amount, a Buyer Indemnified Party shall pursue such claim in accordance with the Escrow Agreement. In the case of a claim against the Sellers that cannot be fully satisfied by the Escrow Amount, and in the case of any claim against the Buyer, the Indemnified Party may pursue whatever legal remedies may be available for indemnification recovery of Losses claimed from any indemnifying Party; provided, however, that the Buyer shall be as follows:have the right to set off against the Additional Purchase Price any losses covered by this Indemnity in this Section 8, subject to the limitations and provision in Section 8.3 and Schedule 8. A. The party claiming the indemnification (the "Claimant") 1. Each Indemnified Party shall promptly give notice hereunder to the party from whom indemnification is claimed (indemnifying Party and, to the "Indemnifying Party") extent applicable, in accordance with the Escrow Agreement, after becoming aware of any claim, whether between claim as to which recovery may be sought against the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount indemnifying Party because of the claimindemnity provided in this Section 8 or otherwise in this Agreement. If After such notice, the claim relates Indemnified Party shall have the right to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice assume at its own expense the defense of any such action, suit or other proceeding, and any indemnifying Party, if so requested by the Indemnified Party, shall participate in any such action, suit or other proceeding was given to Claimant. B. Following receipt of notice from or assume the Claimant of a claimdefense thereof, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available with counsel satisfactory to the Indemnifying Indemnified Party; provided, however, that the Indemnified Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate at its own expense in the defense of any such action, suit or other proceeding. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an Indemnified Party to give such notice (or by delay by an Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. The notice required hereunder shall specify the basis for the claim for indemnification to the extent ascertainable at the time of the notice. Nothing herein shall be deemed to prevent an Indemnified Party from making a contingent claim for indemnification hereunder, provided the Indemnified Party has reasonable grounds to believe that the claim or demand for indemnification will be made and sets forth the estimated amount of such claim to the extent then ascertainable. 8.7.2 The indemnifying Party shall not, in the defense of such claim at its own expenseor any Litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement, except with the written consent, which consent shall not be unreasonably withheld, of the Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim or Litigation. D. 8.7.3 If a claim, whether between the parties or indemnifying Party shall not assume the defense of any such claim by a third party, requires immediate actionor Litigation resulting therefrom, after receipt of notice from the Indemnified Party, the parties will make all reasonable efforts to reach a decision with respect thereto Indemnified Party may defend against such claim or Litigation in such manner as expeditiously as possibleit deems appropriate. E. 8.7.4 If an indemnifying Party shall not, within 30 days after its receipt of the notice required by Section 8.7.1 hereof or in accordance with the Escrow Agreement, advise the Indemnified Party that the indemnifying Party denies the right of the Indemnified Party to indemnity in respect of the claim, then the amount of such claim shall be deemed to be finally determined between the Parties hereto. If the Indemnifying indemnifying Party does not elect shall notify the Indemnified Party that it disputes any claim made by the Indemnified Party, then the Parties hereto shall endeavor to assume control settle and compromise such claim, and if unable to agree on any settlement or otherwise participate compromise, such claim for indemnification shall be settled by binding arbitration in Delaware in accordance with the Rules of the American Arbitration Association. Any Liability established by reason of such arbitration shall be deemed to be finally determined. Any claim that is finally determined in the defense of any third party claim, it manner set forth above shall be bound paid promptly by the results obtained indemnifying Party in good faith by the Claimant with respect to such claimcash. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The party claiming the indemnification (the "Claimant") shall promptly give Promptly after service of notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claimclaim or of process by any third person in any matter in respect of which indemnity may be sought from a party pursuant to this Agreement, whether between the parties or brought by a third party, specifying (i) Party so served will notify the factual basis for such claim, and (ii) the amount indemnifying party of the claimreceipt thereof. If the claim relates to an action, suit or proceeding filed by a third The indemnifying party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall will have the right to participate in, or assume, at its own expense, the defense of any such claim or process (with counsel reasonably acceptable to the indemnified party) or settlement thereof. If the indemnifying party elects to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claimprocess, it shall have reasonable access to all relevant materials and information to allow it to do so. After notice from the indemnifying party of its election to assume the defense thereof, the indemnifying party will not be bound liable to the indemnified party for any legal or other expense incurred by the results obtained indemnified party in good faith by connection with such defense. Such defense will be conducted expeditiously (but with due regard for obtaining the Claimant with most favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the indemnified party will be advised promptly of all material developments. The indemnifying party will not settle any such claim without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed. With respect to any matter which is the subject of any such claim. F. The indemnification rights provided in Sections 10.2 claim and 10.3 shall extend as to which the shareholdersindemnified party fails to give the other party such notice as aforesaid, directors, officers, partners employees and representatives such failure adversely affects the ability of the Claimant although for indemnifying party to defend such claim or materially increases the purpose amount of indemnification which the indemnifying party is obligated to pay hereunder, the amount of indemnification which the indemnified party will be entitled to receive will be reduced to an amount which the indemnified party would have been entitled to receive had such notice been timely given. No settlement of any such claim as to which the indemnifying party has not elected to assume the defense thereof will be made without the prior written consent of the procedures set forth in this Section 10.4indemnifying party, any indemnification claims by such parties shall which consent will not be made by and through the Claimantunreasonably withheld or delayed.

Procedures for Indemnification. The procedures Promptly after receipt by an indemnified party under Section 10.01 or 10.02 of notice of the commencement of any action for which indemnification shall may be as follows: A. The available under Section 10.01 or 10.02, such indemnified party claiming the indemnification (the "Claimant") shall promptly shall, if a claim in respect thereof is to be made against an indemnifying party under such action, give notice to the indemnifying party from whom indemnification is claimed (of the "Indemnifying Party") commencement thereof, but the failure to so notify the indemnifying party shall not relieve it of any claimliability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, whether between the indemnifying party shall be entitled to participate therein and, to the extent that it shall elect, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the 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 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 the 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 brought more defenses available to it and not available to the indemnifying party. If an indemnifying party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by a third the indemnifying party without the indemnified party, specifying 's consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of law or any violation of the factual basis for such claim, rights of any person and no effect on any other claims that may be made against the indemnified party and (ii) the amount of sole relief provided is monetary damages that are paid in full by the claim. If indemnifying party and (b) the claim relates to an action, suit or proceeding filed by a third indemnifying party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With no liability with respect to any claim by a third compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). If notice is given to an indemnifying party as of the commencement of any action and it does not, within ten days after the indemnified party's notice is given, give notice to which the Claimant is entitled indemnified party of its election to indemnification hereunderassume the defense thereof, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-indemnifying party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by any determination made in such action or any compromise or settlement thereof effected by the results obtained indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith by the Claimant with respect to that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.indemnified

Procedures for Indemnification. The procedures (a) If any Buyer Indemnified Party or any Seller Indemnified Party (hereinafter an “Indemnified Party”) shall Claim to have suffered any Losses (other than with respect to any Claim asserted, demand or other Action by any Person who is not a party to this Agreement (hereinafter a “Third-Party Claim”)) for which indemnification is available under Section 10.02 or Section10.03, as the case may be, the Indemnified Party shall be as follows: A. The notify the party claiming the required to provide indemnification (the "Claimant"hereinafter an “Indemnifying Party”) shall promptly give in writing of such Claim. Any written notice provided by an Indemnified Party to the party from whom an Indemnifying Party of a Claim for which indemnification is claimed (available hereunder shall describe the "Indemnifying Party") nature of any claimsuch Claim, whether between the parties or brought by a third party, specifying (i) the factual basis for facts and circumstances that give rise to such claim, Claim and (ii) the amount of the claimLosses attributable to such Claim if reasonably ascertainable at the time such Claim is made (or if not then reasonably ascertainable, the maximum amount of such Claim reasonably estimated by the Indemnified Party). If In the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant event that within five twenty (520) days after written notice the receipt by the Indemnifying Party of such action, suit or proceeding was given to Claimant. B. Following receipt of a written notice from the Claimant of Indemnified Party, the Indemnified Party shall not have received from the Indemnifying Party a claimwritten objection to such Indemnification Claim, the Indemnifying Party shall conclusively be deemed to have thirty (30) days agreed that it is liable to make such investigation indemnify the Indemnified party for the full amount of all Losses arising with respect to the claim as Claim described in the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available written notice which is delivered to the Indemnifying Party and/or its authorized representative(s) with respect to any such Indemnification Claim, including the information relied upon amount of the Losses specified by the Claimant Indemnified Party in the written notice of the Indemnification Claim which is delivered to substantiate the claim. If the Claimant and the Indemnifying Party. Notwithstanding anything to the contrary contained in Section 10.02 or Section 10.03 hereof, an Indemnifying Party agree at shall have no obligation to indemnify an Indemnified Party with respect to a Breach of Seller Rep Claim or a Breach of Buyer Rep Claim unless the written notice required to be delivered by the Indemnified Party pursuant to this Section 10.04(a) is delivered prior to the expiration of said thirty the applicable survival period provided for in Section 10.01 hereof for the representation and warranty giving rise to the Breach of Seller Rep Claim or the Breach of Buyer Rep Claim. (30a) If within the twenty (20) day period (or any mutually agreed upon extension thereofdescribed in Section 10.04(a) to above, the validity and amount of such claim, or if Indemnified Party shall have received from the Indemnifying Party does not respond a written notice setting forth the Indemnifying Party’s objections to such noticeIndemnification Claim and the Indemnifying Party’s reasons for such objection, then the Parties shall negotiate in good faith for a period of ten (10) Business Days from the date the Indemnified Party receives such objection. After such ten (10) Business Day period (or such longer period as they may agree in writing), if the Parties still cannot agree on the Indemnification Claim, the Indemnified Party may, at any time thereafter, until the expiration of the applicable statute of limitations with respect to its Indemnification Claim, commence legal proceedings against the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled enforce its rights to indemnification hereunder. If the Claimant from and the Indemnifying Party do not agree within said period (or against any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate Losses described in the defense of such claim at its own expensewritten notice described in Section 10.04(a) above. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures (a) Any Person making a claim for indemnification shall be under this ARTICLE VI is referred to herein as follows: A. an “Indemnified Party”. The party claiming the indemnification (the "Claimant") shall promptly give notice to the party Person from whom indemnification is claimed (sought is referred to herein as the "“Indemnifying Party") ”. Promptly after receiving notice of any claimProceeding, whether between investigation, demand or other claim against the parties or brought Indemnified Party by a third partyparty (a “Third Party Claim”), specifying the Indemnified Party shall provide written notice of such claim (any such written notice, an “Indemnification Notice”) to: (i) the factual basis for such Purchaser subject to the indemnification claim, if the Third Party Claim arises under Section 6.2 and (ii) the Sellers’ Representative, if the Third Party Claim arises under Section 6.3. Each such Indemnification Notice shall describe in reasonable detail the applicable Third Party Claim, including the facts giving rise to such claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known); provided, that the claim. If the claim relates failure to so notify an action, suit or proceeding filed by a third party against Claimant, such notice Indemnifying Party shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure. The Indemnified Party shall have thirty (30) days to make also provide such investigation of the claim other information with respect thereto as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(smay reasonably request. (b) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Any Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim Third Party Claim at such Indemnifying Party’s expense, and at its own expenseoption shall be entitled to assume the defense thereof within ten (10) Business Days after receipt of the Indemnification Notice if the Indemnifying Party acknowledges in writing the Indemnifying Party’s obligation to indemnify the Indemnified Party against any Losses that may result from such Third Party Claim and by appointing a reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided, that the 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 VII. D. (c) 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. 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, conditioned or delayed), unless the relief (i) is not in respect of a Third Party Claim for Taxes, (ii) consists solely of money damages (all of which the Indemnifying Party shall pay) and (iii) includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto; provided, however, that if the Indemnified Party fails to consent to such settlement or compromise and such settlement or compromise does not include injunctive relief, the Liability of the Indemnifying Party with respect to such Third Party Claim under this Agreement shall be limited to the amount that would have otherwise been payable had the Indemnifying Party entered into such settlement or compromise. (d) In all cases, the Indemnified Party shall provide its reasonable cooperation with the Indemnifying Party in defense of claims or litigation relating to Third Party Claims, including by making employees, information and documentation reasonably available. If the Indemnifying Party shall not, within ten (10) Business Days of receiving the Indemnification Notice, notify the Indemnified Party that it shall assume the defense of any such Third Party Claim, or fails to defend or withdraws from the defense of any such Third Party Claim or the Indemnifying Party is any Seller and the claim(s) relate to or arise in connection with any Purchaser Defensible Matter, the Indemnified Party may defend against such matter in a manner consistent with the 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 be unreasonably withheld, conditioned or delayed). Any of following shall constitute a “Purchaser Defensible Matter”: (i) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would materially injure the Indemnified Party’s future business prospects; (iii) the claim seeks an injunction or other equitable relief against the Indemnified Party, or (iv) the estimated Loss is less than (and would not cause the aggregate of all Losses to exceed) the Basket Amount. (e) The Indemnified Party shall provide written notice of claim that is not a Third Party Claim to: (i) the Purchaser subject to the indemnification claim, whether between if such claim arises under Section 6.2 and (ii) the parties or by a third partySellers’ Representative, requires immediate actionif such claim arises under Section 6.3. Such claim shall describe in reasonable detail the facts giving rise to any claim for indemnification hereunder, the parties will make all reasonable efforts amount or method of computation of the amount of such claim (if known); provided, that the failure to reach a decision so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that (and only to the extent that) the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party shall also provide such other information with respect thereto as expeditiously as possible. E. If the Indemnifying Party may reasonably request. In the event that the Indemnifying Party does not elect notify the Indemnified Party that it disputes such claim within thirty (30) days from receipt of the claim notice, the Indemnifying Party will be deemed to assume control have acknowledged liability for such claim and the Escrow Agent and/or the Sellers, as appropriate, shall promptly pay such claim. If the Indemnifying Party disputes the validity or otherwise participate in the defense amount of any third party such claim, it the Indemnifying Party shall be bound so notify the Indemnified Party in writing within thirty (30) days after receipt of the claim notice specifying in reasonable detail the points of disagreement. If any dispute is not resolved within thirty (30) days after the Indemnified Party receives a dispute notice, then either of such parties can initiate an action pursuant to Section 7.10. (f) Subject to this ARTICLE VI, within ten (10) days after any final decision, judgment or award shall have been rendered by a Governmental Authority with competent jurisdiction (and a resolution of any appeal therefrom and the results obtained expiration of the time in good faith by which to appeal therefrom), or a settlement shall have been consummated, or the Claimant Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement, in each case, with respect to such claim. F. The a claim hereunder (i) if the claim for indemnification rights provided in Sections 10.2 was brought pursuant to Section 6.2, the indemnifying Purchaser shall pay or cause to be paid all sums due and 10.3 shall extend owing to the shareholdersSeller Indemnified Party in immediately available funds to an account specified by the Seller Indemnified Party and (ii) if the claim for indemnification was brought pursuant to Section 6.3, directorsthe Purchaser and the Sellers’ Representative shall cause the Escrow Agent to pay to the Purchaser (payable by wire transfer of immediately available U.S. funds in accordance with the written payment instructions furnished by the Purchaser to the Escrow Agent), officersfrom the Escrow Amount, partners employees any sums due and representatives owing in accordance with this ARTICLE VI, and if the sums due and owing to the Purchaser Indemnified Party exceed the remaining Escrow Amount, the Indemnifying Party shall pay or cause to be paid all additional sums due and owing to the Purchaser Indemnified Party in immediately available funds to an account specified by the Purchaser Indemnified Party. Any of the Claimant although Escrow Amount remaining, net of any of the amount of any outstanding, unresolved claims of Losses brought pursuant to Section 6.3 (the amounts set forth, the “Reserve Amounts”), shall automatically transfer to the Sellers’ Representative (for the purpose benefit of the procedures set forth in this Section 10.4Sellers) and such funds shall be released and distributed to the Sellers’ Representative or its designee (for the benefit of the Sellers) after the date that is twenty (20) months following the Closing Date. The Reserve Amounts shall be disbursed by the Escrow Agent, any promptly after the unresolved indemnification claims to which they relate are finally resolved in accordance with this ARTICLE VI as confirmed by such parties shall be made by a joint written direction of the Sellers’ Representative and through the ClaimantPurchaser or a final, non-appealable judgment of a court of competent jurisdiction.

Procedures for Indemnification. The procedures for indemnification (i) An Indemnification Claim shall be as follows: A. The party claiming the indemnification (the "Claimant") shall promptly give made by an Indemnitee by delivery of a written notice to the party from whom Indemnitor requesting indemnification and specifying in reasonable detail the basis on which indemnification is claimed sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (the "Indemnifying Party"by attachment or otherwise) of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and other information as such Indemnitee shall have concerning such Third Party Claim. (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by Indemnification Claim involves a third party against Claimant, such notice Third Party Claim the procedures set forth in ss.8(d) hereof shall be given observed by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimantthe Indemnitee and the Indemnitor. B. Following receipt of notice from (iii) If the Claimant of Indemnification Claim involves a claimmatter other than a Third Party Claim, the Indemnifying Party Indemnitor shall have thirty (30) days to make object to such investigation Indemnification Claim by delivery of a written notice of such objection specifying in reasonable detail the basis for such objection. Failure to so object in a timely manner shall constitute a final and binding acceptance of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon Indemnification Claim by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claimIndemnitor, and the Claimant Indemnification Claim shall cooperate fully be paid in accordance with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred subsection (d) hereof as a Finally Determined Claim (as that term is defined below). If an objection is timely interposed by the Claimant as Indemnitor, then the result of a request by Indemnitor and the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant Indemnitee shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained negotiate in good faith by for a period of sixty (60) business days from the Claimant date the Indemnitee receives such objection prior to commencing any formal legal action, suit or proceeding with respect to such claimIndemnification Claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives (iv) Upon final determination of the Claimant although for amount of an Indemnification Claim, whether by agreement between the purpose Indemnitor and the Indemnitee or by an arbitration award or other adjudication, including the taking of all relevant appeals (a "Final Determination"), the Indemnitor shall pay the amount of such Indemnification Claim (a "Finally Determined Claim") within ten (10) days of the procedures set forth in this Section 10.4, any indemnification claims Final Determination. Any Spectra Shares then held by such parties the Escrow Agent shall be made by and through available for, but shall not limit, the Claimantdischarge of the obligations of the Seller as an Indemnitor hereunder in accordance with the provisions of the Escrow Agreement.

Procedures for Indemnification. The procedures (a) Promptly after receipt by a Tejas Indemnified Party or a Company Indemnified Party (such party, the "INDEMNIFIED PARTY") 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 8.02 (other than excepted matters) or 8.03, as applicable, the Indemnified Party shall give written notice thereof to the party(ies) responsible for indemnification shall be as follows: A. The party claiming the indemnification pursuant to Sections 8.02 or 8.03 hereof (the "ClaimantINDEMNIFYING PARTY") ), and thereafter shall promptly keep the Indemnifying Party reasonably informed with respect thereto; provided, however, that failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve the Indemnifying Party of their obligations hereunder, except to the extent that the Indemnifying Party are prejudiced thereby. A claim for indemnification for any matter not involving a third-party proceeding may be asserted by notice to the party from whom indemnification is claimed Indemnifying Party and shall be paid promptly after such notice. (b) If the "Indemnifying Party") facts pertaining to a Loss arise out of the claim of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the or if there is any claim relates to an action, suit or proceeding filed by against a third party against Claimantavailable by virtue of the circumstances of the Loss, such notice shall be given the Indemnifying Party may assume the defense or the prosecution thereof by Claimant within five (5) days after prompt written notice to the Indemnified Party, including the employment of such actioncounsel or accountants, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claimat its sole cost and expense. In connection therewith, the Indemnifying Party shall acknowledge that such claim is the proper subject of indemnification under Section 8.02 or 8.02, as applicable. The Indemnified Party shall have thirty (30) days the right to make such investigation of the claim as employ counsel separate from counsel employed by the Indemnifying Party deems necessary or desirable. For in any such action and to participate therein, but the purposes fees and expense of such investigation, counsel employed by the Claimant agrees to make available to Indemnified Party shall be at its sole cost and expense. Neither the Indemnifying Party and/or its authorized representative(s) nor the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Indemnified Party agree at or shall be liable for any settlement of any such claim effected without their respective prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claimwritten consent, or which shall not be unreasonably withheld; PROVIDED that if the Indemnifying Party does not respond to assume the defense or prosecution of a claim as provided above without thirty (30) days after notice thereof from the Indemnified Party, the Indemnified Party may settle such notice, claim without the Indemnifying Party's consent. Whether or not the Indemnifying Party shall immediately pay chooses to the Claimant the full amount of the claim. Buyer shall be entitled to apply any so defend or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of prosecute such claim, and all the Claimant parties hereto shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of or prosecution thereof and shall furnish such claim at its own expenserecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trails and appeals, as may be reasonably requested in connection therewith. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for Any Indemnitee entitled to indemnification pursuant to this IP Agreement shall be as follows: A. The party claiming notify the indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claimParty in writing, and (ii) the amount in reasonable detail, of the claim. If the claim relates to an action, suit or proceeding filed applicable Third Party Claim promptly (and in any event within 10 business days) after receipt by a third party against Claimant, such notice shall be given by Claimant within five (5) days after Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such actionnotification shall not affect the 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 Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, suit or proceeding was given the Indemnitee shall deliver to Claimant. B. Following the Indemnifying Party, promptly (and in any event within 10 business days) after the Indemnitee's receipt thereof, copies of notice from all notices and documents (including court papers) received by the Claimant of Indemnitee relating to the Third Party Claim. If a claimThird Party Claim is made against an Indemnitee, the Indemnifying Party shall have thirty (30) days be entitled to make participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such investigation of counsel is not reasonably objected to by the claim as Indemnitee. Should the Indemnifying Party deems necessary or desirable. For so elect to assume the purposes defense of such investigation, the Claimant agrees to make available to the Indemnifying a Third Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such noticeClaim, the Indemnifying Party shall immediately pay not be liable to the Claimant the full amount of the claim. Buyer shall be entitled to apply any Indemnitee for legal or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket other expenses subsequently incurred by the Claimant as Indemnitee in connection with the result of a request by the Indemnifying Partydefense thereof. If the Indemnifying Party elects to assume control of the defense of any third-party claimassumes such defense, the Claimant Indemnitee shall have the right to participate in the defense of such claim thereof and to employ counsel, at its own expense. D. If a claim, whether between separate from the parties or counsel employed by a third partythe Indemnifying Party, requires immediate action, it being understood that the parties will make all reasonable efforts 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 reach a decision with respect thereto 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 expeditiously as possible. E. provided above). If the Indemnifying Party does not elect so elects to assume control or otherwise participate in the defense of any third party claimThird Party Claim, it 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 bound by unreasonably withheld); provided, however, that the results obtained 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 good faith by writing the Claimant Indemnifying Party from its indemnification obligation hereunder with respect to such claim. F. The indemnification rights provided in Sections 10.2 Third Party Claim and 10.3 such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party shall extend 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 shareholders, directors, officers, partners employees Indemnifying Party may recommend and representatives that by its terms obligates the Indemnifying Party to pay the full amount of the Claimant although 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 Third Party Claim (and shall be liable for the purpose 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 Third Party Claim for money damages. If such equitable relief or other relief portion of the procedures set forth in this Section 10.4Third Party Claim can be so separated from that for money damages, any indemnification claims by such parties the Indemnifying Party shall be made by and through entitled to assume the Claimantdefense of the portion relating to money damages.

Procedures for Indemnification. The procedures for Each party entitled to indemnification shall be as follows: A. The party claiming the indemnification under Subsection (a) or (b) (the "Claimant"“Indemnified Party”) shall promptly give notice to the party from whom required to provide indemnification is claimed (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claimclaim as to which indemnity may be sought, and (ii) shall permit the amount Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the claim. If Indemnifying Party, who shall conduct the defense of such claim relates to an actionor any litigation resulting therefrom, suit or proceeding filed by a third party against Claimant, such notice shall be given approved by Claimant within five the Indemnified Party (5) days after written whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such actiondefense at such party’s expense; provided, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claimhowever, that the Indemnifying Party shall have thirty (30) days to make pay such investigation expenses if the Indemnified Party shall believe in good faith that representation of such Indemnified Party by the claim as counsel retained by the Indemnifying Party deems necessary would be inappropriate due to actual or desirablepotential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. For the purposes All expenses of such investigation, the Claimant agrees to make available to the Indemnifying an Indemnified Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer hereunder shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim paid in advance by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request receipt by the Indemnifying Party. If Party of an undertaking from the Indemnifying Indemnified Party elects to assume control of return such amounts if the defense of any third-party claim, the Claimant shall Indemnified Party is subsequently finally determined not to have the right been entitled to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision indemnification with respect thereto as expeditiously as possible. E. If the to such expenses in accordance with this Agreement. No Indemnifying Party does not elect to assume control or otherwise participate Party, in the defense of any third party claimsuch claim or litigation shall, it shall be bound except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the results obtained in good faith by the Claimant with respect claimant or plaintiff to such claim. F. The indemnification rights provided Indemnified Party of a release from all liability in Sections 10.2 respect of such claim or litigation, and 10.3 no Indemnified Party shall extend consent to entry of any judgment or settle such claim or litigation without the shareholders, directors, officers, partners employees and representatives prior written consent of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the ClaimantIndemnifying Party.

Procedures for Indemnification. The procedures for (a) If any party shall seek indemnification shall be as follows: A. The party claiming the indemnification (the "Claimant") shall promptly give notice with respect to the party any Loss or potential Loss arising from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed asserted by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written including a notice of Tax audit or request to waive or extend a statute of limitations applicable to any Tax) for which such actionparty seeking indemnification (the “Indemnified Party”) is entitled to indemnification under this ARTICLE 9, suit or proceeding was given to Claimant. B. Following receipt then the Indemnified Party shall promptly notify the other party (the “Indemnifying Party”) in writing; provided, however, that no delay on the part of notice from the Claimant of a claim, Indemnified Party in notifying the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available except to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or extent notice is not received prior to the expiration of said thirty the applicable expiration provision contained in Section 9.1) shall relieve Indemnifying Party from any obligation hereunder unless (30) day period (or any mutually agreed upon extension thereof) and then solely to the validity and amount of such claim, or if the extent that) Indemnifying Party does not respond to such notice, the is prejudiced thereby. (b) An Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall will have the right to defend the Indemnified Party against the claim with counsel of its choice, reasonably satisfactory to the Indemnified Party, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing, within ten (10) days after the Indemnified Party has given notice of the claim, that the Indemnifying Party will satisfy its indemnification obligations to the extent required under this ARTICLE 9, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the claim and to fulfill its indemnification obligations hereunder, (iii) the claim involves only money damages and does not seek injunctive or other equitable relief; (iv) settlement of, or an adverse judgment with respect to, the claim is not, in the reasonable and good faith judgment of the Indemnified Party likely to establish a precedential custom or practice or result in an outcome that is materially adverse to the continuing business interests of the Indemnified Party; and (v) the Indemnifying Party conducts the defense of the claim actively, diligently and completely. So long as the Indemnifying Party is conducting the defense of the claim in accordance with this Section 9.5(b), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of such claim at its own expense. D. If a the claim, whether between (B) the parties Indemnified Party will not consent to the entry of any judgment or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision enter into any settlement with respect thereto as expeditiously as possible. E. If to the claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and (C) the Indemnifying Party does will not elect consent to assume control or otherwise participate in the defense entry of any third party claim, it shall be bound by the results obtained in good faith by the Claimant judgment or enter into any settlement with respect to the claim without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. (c) In the event any of the conditions of Section 9.5(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the claim (including attorneys’ fees and expenses reasonably incurred), and (iii) the Indemnifying Party will remain responsible to indemnify the Indemnified Party to the extent required under this ARTICLE 9. (d) The parties to this Agreement shall execute such powers of attorney as may be necessary or appropriate to permit participation of counsel selected by any party hereto and, as may be reasonably related to any such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 , shall extend provide access to the shareholderscounsel, directorsaccountants, officers, partners employees and other representatives of the Claimant although for the purpose each party during normal business hours to all properties, personnel, books, Tax records, contracts, commitments and all other business records of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall other party and will furnish to such other party copies of all documents as may reasonably be made by and through the Claimant.requested (certified if requested)

Procedures for Indemnification. The procedures (a) No party hereto shall be liable for any claim for indemnification shall be as follows: A. The under this ArticleVIII unless written notice of a claim for indemnification is delivered by the party claiming the seeking indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to the party from whom indemnification is claimed sought (the "“Indemnifying Party"”) prior to the expiration of any applicable survival period set forth in Section 8.1 (in which event the claim shall survive until resolved). If any third party notifies the Indemnified Party with respect to any matter which may give rise to a claim for indemnification (a “Third Party Claim”) against the Indemnifying Party under this ArticleVIII, then the Indemnified Party shall notify the Indemnifying Party reasonably promptly thereof in writing; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. All notices given pursuant to this Section 8.6(a) shall describe with reasonable specificity the nature of the claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If claim (to the extent then known) and the basis of the Indemnified Party’s claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimantfor indemnification. B. (b) Following receipt of notice from the Claimant in accordance with Section 8.6(a) (other than a notice of a claimThird Party Claim against the Indemnified Party, in which case Section 8.6(c) below shall apply), the Indemnifying Party shall have thirty (30) days from the date it receives such notice (the “Dispute Period”) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to Indemnified Party shall make available to the Indemnifying Party and/or its authorized representative(s) all the material information related to such claim relied upon by or in possession or control of, the Claimant to substantiate the claimIndemnified Party. If the Claimant and Indemnifying Party disagrees with the validity or amount of all or a portion of such claim made by the Indemnified Party, the Indemnifying Party agree at or shall deliver to the Indemnified Party written notice thereof (the “Dispute Notice”) prior to the expiration of said thirty (30) day period (the Dispute Period. If no Dispute Notice is received by the Indemnified Party within the Dispute Period or any mutually agreed upon extension thereof) the Indemnifying Party provides notice that it does not have a dispute with respect to the validity and amount of such claim, or if such claim shall be deemed approved and consented to by the Indemnifying Party does not respond to (such noticeclaim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunderan “Approved Indemnification Claim”). If a Dispute Notice is received by the Claimant Indemnified Party within the Dispute Period and the Indemnified Party and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), to the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense validity and/or amount of such disputed claim, no payment shall be made until such disputed claim is resolved, whether by adjudication of such matter, agreement between the Indemnified Party and the Claimant shall cooperate fully with the Indemnifying Party, subject or otherwise (and upon any such resolution, such claim shall be deemed to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant be an Approved Indemnification Claim). (c) Purchaser shall have the right to defend all Third Party Claims, with Purchaser’s legal or other expenses associated with the defense of such Third Party Claim constituting Losses hereunder. Seller may participate in the defense of such claim at its own expense. D. If a claimThird Party Claim; provided, whether between the parties however, that Seller shall bear, in addition to all legal or other expenses incurred by a third partyPurchaser, requires immediate action, the parties will make all reasonable efforts legal or other expenses incurred by Seller in connection with such Third Party Claim. Purchaser shall not settle or consent to reach a decision judgment with respect thereto to such Third Party Claim without the written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser and Seller shall render to each other such assistance as expeditiously as possible. E. If may reasonably be required of each other in order to ensure proper and adequate defense of any Third Party Claim subject to this Section 8.6. To the Indemnifying Party extent that Seller does not elect to assume control or otherwise participate in the defense of a particular Third Party Claim, Purchaser shall keep Seller reasonably informed of all material developments and events relating to such Third Party Claim. In the event that Seller has consented to any third party claimsettlement or consented to any judgment and except as otherwise provided in such settlement or judgment, it Seller shall be bound not have any power or authority to object to any claim by the results obtained Purchaser Indemnified Parties under this ArticleVIII for indemnity in good faith by the Claimant with respect to amount of such claimsettlement or judgment. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The Promptly after receipt by an indemnified party claiming the indemnification (the "Claimant") shall promptly give notice pursuant to the party from whom indemnification is claimed provisions of Sections (the "Indemnifying Party"b) or (c) of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount this Section 7 of the claim. If the claim relates to an action, suit or proceeding filed by notice of a third party against Claimantclaim or the commencement of any third party action pursuant to the provisions of such Sections 7(b) or (c), such notice indemnified party shall be given by Claimant within five (5) days after written notice promptly notify such indemnifying party of the commencement thereof; but the omission to so notify such action, suit or proceeding was given indemnifying party will not relieve it from any liability which it may have to Claimant. B. Following receipt 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 notice from the Claimant of a claimcommencement thereof, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third indemnifying party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expenseto participate in, and, to participate in or the extent that it may wish, to assume control of the defense of thereof, with counsel reasonably satisfactory to such claimindemnified party; provided, however, if the defendants in any action include both the indemnified party and the Claimant indemnifying party and the indemnified party shall cooperate fully with have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Partyindemnifying party, subject to reimbursement or if there is a conflict of interest which would prevent counsel for reasonable actual out-of-pocket expenses incurred by the Claimant as indemnifying party from also representing the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claimindemnified party, the Claimant indemnified party shall have the right to select separate counsel to participate in the defense of such claim 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 be liable to the indemnified party pursuant to the provisions of such Sections 7(b) or (c) 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 (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 employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, or (3) the indemnifying party has authorized the employment of counsel for EXHIBIT 2.2 the indemnified party at its own expense. D. If a claim, whether between the parties or by a third expense of the indemnifying party. No indemnifying party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third such claim or litigation, shall, except with the consent of each indemnified party claim(such consent not to be unreasonably withheld), it shall be bound by consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the results obtained release from all liability in good faith by the Claimant with respect to such claimclaim or litigation. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures (a) No party hereto will be liable for any Claim for indemnification shall be as follows: A. The under this Article IX unless written notice of a Claim for indemnification is delivered by the party claiming the seeking indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to the party Party from whom indemnification is claimed sought (the "“Indemnifying Party"”) of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty the applicable survival period, if any, set forth in Section 9.1. If any third party notifies the Indemnified Party with respect to any matter which may give rise to a Claim for indemnification (30a “Third Party Claim”) day period (or against the Indemnifying Party under this Article IX, then the Indemnified Party will notify the Indemnifying Party promptly thereof in writing and in any mutually agreed upon extension thereof) event within 15 days after receiving notice from a third party; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is prejudiced thereby. All notices given pursuant to this Section 9.4 will describe with reasonable specificity the Third Party Claim and the basis of the Indemnified Party’s Claim for indemnification. Once the Indemnified Party has given notice of the Third Party Claim to the validity Indemnifying Party, the Indemnifying Party will be entitled to participate therein and, to the extent desired, to assume the defense thereof with counsel of its choice, provided, however, the Indemnified Party may participate (but not control) such defense and amount after notice of such claimits election to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnified Party for any legal or if other expenses subsequently incurred by the Indemnified Party in connection with the defense of the Third Party Claim, other than reasonable costs of investigation, unless the Indemnifying Party does not respond to actually assume the defense thereof following notice of such notice, election. If the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do does not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claimThird Party Claim, the Indemnified Party will have the right to undertake the defense of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the Claimant shall cooperate fully with account and risk of the Indemnifying Party (subject to the limitations on the Indemnifying Party, subject ’s obligations to reimbursement for reasonable actual out-of-pocket expenses incurred by indemnify otherwise set forth in this Article IX and to the Claimant as the result right of a request by the Indemnifying Party to assume the defense of or opposition to such Third Party Claim at any time prior to settlement, compromise or final determination thereof). (b) Neither the Indemnified Party nor the Indemnifying Party will consent to the entry or any judgment or enter into any settlement of any Third Party Claim that might give rise to liability of the other Party under this Article IX without such Party’s consent, which will not be unreasonably withheld or delayed. If the Indemnifying Party elects to assume control settle any such Third Party Claim, and the Indemnified Party refuses to consent to such compromise or settlement, then the liability of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall Indemnified Party will be bound limited to the amount offered by the results obtained Indemnifying Party in good faith by the Claimant with respect to such claimcompromise or settlement. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification (a) As promptly as practicable after receipt by an Indemnified Party of notice of any Loss in respect of which an Indemnifying Party may be liable under this Article VII, the Indemnified Party shall be as follows: A. The party claiming the indemnification give notice thereof (the "ClaimantIndemnification Notice") to the Indemnifying Party. The Indemnification Notice shall promptly state the reason for the indemnification claim and (if known) the amount or estimate of the amount that may be due under this Article VII, and shall provide relevant documentary or other evidence regarding such claim and the proposed indemnification amount. The failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its indemnification obligations under this Article VII, except to the extent such failure results in a lack of actual notice to the party from whom Indemnifying Party and the Indemnifying Party is materially prejudiced as a result of failure to receive such notice. Within 60 days after receipt of an Indemnification Notice in accordance with this Section 7.03(a), the Indemnifying Party shall deliver to the Indemnified Party a notice of its acceptance of or disagreement with such indemnification is claimed claim. (b) In the "Indemnifying Party") case of any claim, whether between the parties or brought claim asserted by a third partyparty (including any Governmental Authority), specifying the Indemnified Party shall (i) notify the factual basis for Indemnifying Party of such claimclaim within 30 days after receipt of such claim (but at least 15 days prior to the expiration of the period during which the defendant may assert its defense, if such period expires earlier), it being understood that the failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations under this Article VII, except to the extent such failure results in a lack of actual notice to the Indemnifying Party and the Indemnifying Party is materially prejudiced as a result of failure to receive such notice, and (ii) permit the amount Indemnifying Party, at its option and expense, to take over and assume the defense of any such claim by counsel satisfactory to the Indemnified Party and to settle or otherwise dispose of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or same; provided that if the Indemnifying Party does not respond to such noticeso take over and assume the defense, (x) the Indemnifying Indemnified Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or may at its discretion at all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof)times participate, the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, in such defense by counsel of its own choice, and (y) the Indemnifying Party shall, at all times and to participate in or the maximum extent possible, keep the Indemnified Party informed of the status of such claim and the proceedings related thereto; provided, further, that an Indemnifying Party shall not be entitled to assume control of the defense of any such third-party claim (and shall be liable for reasonable fees and expenses of counsel to the Indemnified Party for defending such claim) if, in the Indemnified Party's reasonable judgment, a conflict of interest exists between the Indemnified Party and the Indemnifying Party in respect of such claim. The Indemnifying Party shall not, in defense of any such claim, and the Claimant shall cooperate fully except with the Indemnifying prior written consent of the Indemnified Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred (A) enter into any settlement or compromise that does not include, as an unconditional term thereof, the giving by the Claimant as claimant or plaintiff in question to the result Indemnified Party and its Affiliates a release of a request by all liabilities in respect of such claims, or (B) agree to any non-monetary relief that adversely affects the Indemnifying business of the Indemnified Party. If the Indemnifying Party elects to assume control of does not accept the defense of any third-party claimclaim within 30 days of delivery of the notice, the Claimant Indemnified Party shall have the right to participate defend against any such claim by counsel of its own choice and shall be entitled to settle or agree to pay in full such claim or demand; provided that if an Indemnified Party does so take over and assume the defense defense, the Indemnified Party shall, at all times and to the maximum extent possible, keep the Indemnifying Party informed of the status of such claim at its own expenseand the proceedings related thereto. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures (a) No party hereto will be liable for any Claim for indemnification shall be as follows: A. The under this Article VIII unless written notice of a Claim for indemnification is delivered by the party claiming the seeking indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to the party Party from whom indemnification is claimed sought (the "“Indemnifying Party"”) prior to the expiration of the applicable survival period, if any, set forth in Section 8.1. If any claimthird party notifies the Indemnified Party with respect to any matter which may give rise to a Claim for indemnification (a “Third Party Claim”) against the Indemnifying Party under this Article VIII, whether between then the parties or brought by Indemnified Party will notify the Indemnifying Party promptly thereof in writing and in any event within 15 days after receiving notice from a third party; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is prejudiced thereby. All notices given pursuant to this Section 8.4 will describe with reasonable specificity the Third Party Claim and the basis of the Indemnified Party’s Claim for indemnification. Once the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, specifying the Indemnifying Party will be entitled to participate therein and, to the extent desired, to assume the defense thereof with counsel of its choice. However, the Indemnified Party may continue to participate in (but not control) such defense at its own cost and expense, which costs and expenses shall not be subject to the indemnification provisions in this Article VIII unless the Indemnifying Party does not actually assume the defense thereof following notice of such election. If the Indemnifying Party does not assume the defense of such Third Party Claim, the Indemnified Party will have the right to undertake the defense of such Third Party Claim, by counsel or other representatives of its own choosing (subject to the limitations on the Indemnifying Party’s obligations to indemnify otherwise set forth in this Article VIII and in the definition of Losses in Section 1.1, and to the right of the Indemnifying Party to assume the defense of or opposition to such Third Party Claim at any time prior to settlement, compromise or final determination thereof). (b) Neither the Indemnified Party nor the Indemnifying Party will consent to the entry of any judgment or enter into any settlement or compromise of any Third Party Claim that might give rise to liability of another Party, in each case without such Party’s consent, which will not be unreasonably withheld or delayed; provided, however, the Indemnifying Party may settle or compromise a Third Party Claim, without the consent of the Indemnified Party, if (i) the factual basis such settlement or compromise is made only for such claimmonetary consideration, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request required payments are paid entirely by the Indemnifying Party. If the Indemnifying Party elects to assume control settle any such Third Party Claim, and the Indemnified Party refuses to consent to such compromise or settlement, then the liability of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall Indemnified Party will be bound limited to the amount offered by the results obtained Indemnifying Party in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.compromise or settlement

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The Promptly after receipt by an indemnified party claiming the indemnification (the "Claimant") shall promptly give under this Section 7 of notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties commencement of any action, or brought by the discovery of any facts or circumstances which could reasonably result in, if not attended to, a third partyclaim or commencement of any action, specifying (i) the factual basis for such claimindemnified party shall, and (ii) if a claim in respect thereof is to be or may be made against the amount indemnifying party under this Section 7, notify the indemnifying party in writing of the claim, the commencement of that action or state of facts or circumstances; provided that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to the indemnified party except to the extent that such failure to notify shall materially prejudice the indemnifying party. If the any such claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five 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 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 (5) days after written notice it being understood that a confidential settlement involving solely the payment of such actionmonetary damages will not be deemed to "adversely" affect the business), suit or proceeding was given and as to Claimant. B. Following receipt of notice from which the Claimant of a claimindemnifying 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 Indemnifying Party indemnifying party shall have thirty (30) days the sole right to make such investigation of the claim as the Indemnifying Party deems necessary defend, settle or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount otherwise dispose of such claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate; provided, however, 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 Indemnifying Party does not respond indemnified party would become subject to such notice, injunctive or other equitable relief or the Indemnifying Party shall immediately pay business of the indemnified party would be adversely affected in any manner. After notice from the indemnifying party to the Claimant the full amount indemnified party of the claim. Buyer shall be entitled its election to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claimclaim or action, and the Claimant indemnifying party shall cooperate fully with not be liable to the Indemnifying Party, subject to reimbursement indemnified party under this Section 7 for reasonable actual out-of-pocket any legal or other expenses subsequently incurred by the Claimant indemnified party in connection with the defense thereof other than reasonable costs of investigation. The parties each agree to render to the other parties such assistance as may reasonably be requested in order to insure the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the proper and adequate defense of any third-party claimsuch 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, the Claimant Buyer shall have the right to participate 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 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 retraction that Sellers propose in connection with the settlement of any pending or threatened litigation or request for correction ("Retraction"). In the event that Buyer withholds consent to Sellers' timely request that Buyer publish a Retraction that is consistent with Sellers' or Buyer's past practices (including with respect to the 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 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 defense event that the total cost of such claim at its own expense. D. If a claimthe case exceeds the applicable insurance deductible, whether between the parties or total cost of the case (including legal fees) not covered by insurance proceeds multiplied by a third party, requires immediate actionfraction, the parties will make all reasonable efforts 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 reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claimsuch cases, it Buyer and Sellers shall be bound by the results obtained cooperate in good faith by to dispose of such cases on a mutually satisfactory basis; provided that Buyer may require the Claimant 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 Buyer's obligation to pay such Indemnifiable Tax is stayed pending the outcome of such Tax Proceeding. The Sellers shall be obligated to pay such Indemnifiable Tax pursuant to Section 7.1 upon the 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 such claim. F. The Tax-related indemnification rights provided in Sections 10.2 and 10.3 shall extend contrary to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant6.2.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The party claiming the indemnification (the "Claimant") 14.4.1 Each Indemnified Party shall promptly give notice hereunder to the party from whom indemnification is claimed (the "Indemnifying Party") indemnifying Party after becoming aware of any claimclaim as to which recovery may be sought against the indemnifying Party because of the indemnity in this Article XIV, whether between and, if such indemnity shall arise from the parties or brought by claim of a third party, specifying shall permit the indemnifying Party to assume the defense of any such claim and any litigation or other proceeding resulting from such claim; provided, that any Indemnified Party may, in any event, at its own expense, monitor and participate in, but not control, the defense of any such claim or litigation. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an Indemnified Party to give such notice (ior by delay by an Indemnified Party in giving such notice) unless, and then only to the factual extent that, the rights and remedies of the indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. The notice required hereunder shall specify the basis for such claim, and (ii) the amount claim for indemnification to the extent ascertainable at the time of the claimnotice. If Failure by the indemnifying Party to notify an Indemnified Party of its election to defend any such claim relates to an action, suit or proceeding filed action by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days after notice thereof shall have been given to make the indemnifying Party shall be deemed a waiver by the indemnifying Party of its right to defend such investigation of claim or action. Nothing herein shall be deemed to prevent an Indemnified Party from making a contingent claim for indemnification hereunder, provided the Indemnified Party has reasonable grounds to believe that the claim as or demand for indemnification will be made and sets forth the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and estimated amount of such claim, or if claim to the Indemnifying Party does not respond to such notice, the Indemnifying extent then ascertainable. 14.4.2 The indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof)not, the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expenseor any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement, except with the written consent, which consent shall not be unreasonably withheld, of the Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim or litigation. D. 14.4.3 If a claim, whether between the parties or indemnifying Party shall not assume the defense of any such claim by a third party, requires immediate actionor litigation resulting therefrom, after receipt of notice from the Indemnified Party, the parties will make all reasonable efforts to reach a decision with respect thereto Indemnified Party may defend against such claim or litigation in such manner as expeditiously as possibleit deems appropriate. E. 14.4.4 If the Indemnifying indemnifying Party does not elect shall not, within thirty (30) days after its receipt of the notice required by Section 14.4.1 hereof, advise the Indemnified Party that the indemnifying Party denies the right of the Indemnified Party to assume control indemnity in respect of the claim, then the amount of such claim shall be deemed to be finally determined between the Parties hereto. If the indemnifying Party shall notify the Indemnified Party that it disputes any claim made by the Indemnified Party, then the Parties hereto shall endeavor to settle and compromise such claim, and if unable to agree on any settlement or otherwise participate compromise, such claim for indemnification shall be settled by appropriate litigation, and any liability established by reason of such settlement, compromise or litigation shall be deemed to be finally determined. Any claim that is finally determined in the defense of any third party claim, it manner set forth above shall be bound paid promptly by the results obtained indemnifying Party in good faith by the Claimant with respect to such claimcash. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures As used herein, an "Indemnified Party" means a Party seeking indemnification for indemnification shall be any Loss (including, but not limited to attorneys fees) pursuant to Section 9.2 or 9.3 hereof, as follows: A. The party claiming applicable, and the indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the term "Indemnifying Party" means the Party who is obligated to provide indemnification under Section 9.2 or Section 9.3, as applicable. 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 any claimwhich it has knowledge, whether between for which such Indemnified Party is entitled to indemnification under this Article 10. In the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant case of a claimThird Party Claim, the Indemnifying Party shall will have thirty (30) days the right to make direct, through counsel of its own choosing, the defense or settlement of any such investigation 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 claim as Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party deems necessary or desirable. For with access to the purposes of Indemnified Party's records and personnel relating to any such investigation, the Claimant agrees to make available to Third Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party and/or its authorized representative(s) in the information relied upon by the Claimant to substantiate the claim. If the Claimant defense or settlement of such Third Party Claim, and the Indemnifying Party agree at or prior to will reimburse the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Indemnified Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or for all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket costs and expenses incurred by in providing such access, personnel and cooperation. Upon assumption of the Claimant as the result defense of a request any 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 (which consent will not be unreasonably withheld) 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. No such Third Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, which consent will not be unreasonably withheld. If the Indemnifying Party elects fails to assume control of defend or fails to prosecute or withdraws from such defense, 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 third-party claimsuch Third Party Claim pursuant to this Section and proposes to settle such claim prior to a final judgment thereon or to forgo appeal with respect thereto, then the Claimant shall Indemnified Party will give the Indemnifying Party prompt written notice thereof and the Indemnifying Party will have the right to participate in the settlement or assume or reassume the defense of such claim at its own expenseThird Party Claim. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The party claiming the indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, claim and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (303Q) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall not be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is may be entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If f the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 hereof shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures Whenever a claim shall arise for indemnification under this Article 11, except as otherwise provided in Section 11.4, the parties shall be proceed as follows: A. provided as set forth in this Section 11.3. The party claiming the entitled to indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to notify the party from whom which indemnification is claimed sought (the "“Indemnifying Party"”) of any claimsuch claim and, whether between when known, the parties or brought by a third party, specifying (i) facts constituting the factual basis for such claim; provided, and (ii) however, that in the amount event of the claim. If the any claim relates to an action, suit for indemnification hereunder resulting from or proceeding filed in connection with any claim or Legal Proceeding by a third party against Claimant(a “Third Party Claim”), the Indemnified Party shall give such notice shall be given by Claimant 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 (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following Business Days following receipt of notice from thereof. In the Claimant event of a claimany 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 an Indemnified Party to give timely notice shall not affect the right to indemnification of the Indemnified Party except to the extent that the Indemnifying Party demonstrates actual prejudice. If an Indemnifying Party assumes the defense of any such Third Party Claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply take all steps necessary in the defense thereof, including any or all of settlement; provided, however, that the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Indemnified Party do not agree within said period (or any mutually agreed upon extension thereof)may, the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume any Legal Proceeding with respect to such Third Party Claim with counsel of its choice without any right of control of thereof. The Indemnifying Party, if it has assumed the defense of any Third Party Claim as provided herein, shall not, however: (i) consent to, or enter into, any compromise or settlement of the Third Party Claim which commits the Indemnified Party to take, or to forbear from taking, any action or does not provide for a full and complete written release by such claimthird party of the Indemnified Party, or (ii) consent to the entry of any judgment in any Legal Proceeding that does not relate solely to monetary damages arising from the Third Party Claim, in any such case, without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Claimant 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, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Partywhich consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claimThird Party Claim in accordance with this Section 11.3, the Indemnified Party may defend against such Third Party Claim in such manner as it shall be bound by may deem appropriate, including settling such claim or litigation (after giving prior written notice of the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend same to the shareholders, directors, officers, partners employees Indemnifying Party and representatives obtaining the prior written consent of the Claimant although for Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the purpose Indemnified Party may reasonably deem appropriate, and the Indemnifying Party shall promptly indemnify the Indemnified Party in accordance with the provisions of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the ClaimantArticle 11.

Procedures for Indemnification. The procedures Whenever a claim shall arise for indemnification under this Article 11, except as otherwise provided in Section 11.4, the parties shall be proceed as follows: A. provided as set forth in this Section 11.3. The party claiming the entitled to indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to notify the party from whom which indemnification is claimed sought (the "“Indemnifying Party"”) of any claimsuch claim and, whether between when known, the parties or brought by a third party, specifying (i) facts constituting the factual basis for such claim; provided, and (ii) however, that in the amount event of the claim. If the any claim relates to an action, suit for indemnification hereunder resulting from or proceeding filed in connection with any claim or Legal Proceeding by a third party against Claimant(a “Third Party Claim”), the Indemnified Party shall give such notice shall be given by Claimant 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 (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following Business Days following receipt of notice from thereof. In the Claimant event of a claimany 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 an Indemnified Party to give timely notice shall not affect the right to indemnification of the Indemnified Party except to the extent that the Indemnifying Party demonstrates actual prejudice. If an Indemnifying Party assumes the defense of any such Third Party Claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply take all steps necessary in the defense thereof, including any or all of settlement; provided, however, that the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Indemnified Party do not agree within said period (or any mutually agreed upon extension thereof)may, the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume any Legal Proceeding with respect to such Third Party Claim with counsel of its choice without any right of control of thereof. The Indemnifying Party, if it has assumed the defense of any Third Party Claim as provided herein, shall not, however: (i) consent to, or enter into, any compromise or settlement of the Third Party Claim which commits the Indemnified Party to take, or to forbear from taking, any action or does not provide for a full and complete written release by such claimthird party of the Indemnified Party, or (ii) consent to the entry of any judgment in any Legal Proceeding that does not relate solely to monetary damages arising from the Third Party Claim, in any such case, without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Claimant 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, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Partywhich consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claimThird Party Claim in accordance with this Section 11.3, the Indemnified Party may defend against such Third Party Claim in such manner as it shall be bound by may deem appropriate, including settling such claim or litigation (after giving prior written notice of the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend same to the shareholders, directors, officers, partners employees Indemnifying Party and representatives obtaining the prior written consent of the Claimant although for Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the purpose Indemnified Party may reasonably deem appropriate, and the Indemnifying Party shall promptly indemnify the Indemnified Party in accordance with the provisions of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the ClaimantArticle 11.

Procedures for Indemnification. The procedures Subject to applicable Laws, whenever a Claim shall arise for indemnification shall be as follows: A. The party claiming under Section 8.01, the Person entitled to indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to notify in writing the party Party from whom which indemnification is claimed sought (the "“Indemnifying Party"”) of any claimsuch Claim and, whether between when known, the parties facts constituting the basis of such Claim; provided, however, that in the event of a Claim for indemnification resulting from or brought in connection with a Claim by a third party, specifying the Indemnified Party shall give such written notice thereof to the Indemnifying Party not later than ten (i10) Business Days prior to the factual basis for such claimtime any response to the third party Claim is required, if possible, and in any event within fifteen (ii15) Business Days following receipt of notice thereof (provided, that failure to timely notify the amount Indemnifying Party shall not relieve the Indemnifying Party of any liability it may have to the claimIndemnified Party, except to the extent that the Indemnifying Party has been actually prejudiced by such failure). If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from of any such third party Claim, and unless counsel to the Claimant Indemnified Party shall have reasonably determined in good faith that the assumption of a claim, such defense by the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall would be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller inappropriate due to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunderconflict of interest, the Indemnifying Party shall have the right option, at its own cost and expense, to participate in or assume control of the defense of such claimmatter and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any such claim or legal proceeding, and the Claimant Indemnifying Party shall not be liable to the Indemnified Party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the 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 fully with the other Party and any counsel designated by that Party. In effecting the settlement or compromise of, or consenting to the entry of any judgment with respect to, any such Claim, the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by or the Claimant Indemnified Party, as the result case may be, shall act in good faith, shall consult with the other Party and shall enter into only such settlement or compromise or consent to the entry of a request by any judgment as the Indemnifying Partyother Party shall consent, such consent not to be unreasonably withheld, conditioned or delayed. If the An Indemnifying Party elects to assume control of shall not be liable for any settlement, compromise or judgment not made in accordance with the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expensepreceding sentence. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures (a) If an Indemnified Party shall claim to have suffered Damages for indemnification shall be as follows: A. The party claiming the indemnification (the "Claimant") shall promptly give notice to the party from whom which indemnification is claimed (available under Section 5.1(a) or 5.1(b), as the "case may be, the Indemnified Party shall notify the Indemnifying Party") Party in writing of any claimsuch claim as promptly as practicable, whether between which written notice shall describe the parties or brought by a third party, specifying (i) the factual basis for nature of such claim, the facts and (ii) circumstances that give rise to such claim and the amount of such claim if reasonably ascertainable at the claim. If time such claim is made (or if not then reasonably ascertainable, the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice maximum amount of such actionclaim reasonably estimated by the Indemnified Party); provided, suit or proceeding was given that the failure by the Indemnified Party to Claimant. B. Following receipt of notice from the Claimant of a claim, so notify the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as not relieve the Indemnifying Party deems necessary or desirable. For of any liability to the purposes of such investigation, Indemnified Party hereunder except to the Claimant agrees to make available to extent that the Indemnifying Party and/or its authorized representative(s) demonstrates that the information relied upon Indemnifying Party is prejudiced by the Claimant Indemnified Party’s failure to substantiate give such notice. In the case of a claim by a 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 Indemnified Party shall not have received from the Indemnifying Party a written objection to such claim. , such claim shall be conclusively presumed and considered to have been assented to and approved by the Indemnifying Party following receipt by the Indemnifying Party (and, in the case of a claim by a Buyer Indemnitee, the Escrow Agent) of a written notice from the Indemnified Party to such effect. (b) If within the Claimant sixty (60) day period described in paragraph (a) above the Indemnified Party (and, in the case of claim by a Buyer Indemnitee, the Escrow Agent) shall have received from the Indemnifying Party a written notice setting forth the Indemnifying Party’s objections to such claim and the Indemnifying Party’s reasons for such objection, then Buyer and the Shareholders’ Representative shall negotiate in good faith for a period of ten (10) Business Days from the date the Indemnifying Party receives such objection (such period is hereinafter referred to as the “Negotiation Period”). After the Negotiation Period, if Buyer and the Shareholders’ Representative still cannot agree at or prior on the claim, Buyer and the Shareholders’ Representative shall follow the procedures set forth in Section 7.9 below with respect to the expiration resolution of said thirty such matter. (30c) day period (or any mutually agreed upon extension thereof) to Upon determination of the validity amount of a claim that is binding on both the Indemnifying Party and the Indemnified Party, the amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party claim shall immediately pay to the Claimant the full amount be paid within ten (10) Business Days of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer date such amount is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Partydetermined. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense responsible for payment of such claim at its own expense. D. If a claimis Buyer, whether between such payment shall be made by wire transfer to the parties or Shareholders’ Representative, who shall be responsible for distributing any such payment by a third party, requires immediate action, Buyer to accounts of the parties will make all reasonable efforts to reach a decision Sellers in accordance with respect thereto as expeditiously as possible. E. their respective percentages opposite the Sellers’ names on Section 2.1(e) of the Disclosure Schedule. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense responsible for payment of any third party claimsuch claim is a Seller, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties payment shall be made by and through the Claimantin accordance with Section 5.5(a) below.

Procedures for Indemnification. The procedures Whenever a claim shall arise for indemnification shall be as follows: A. The under this Article XII, the party claiming the entitled to indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to notify the party from whom which indemnification is claimed sought (the "“Indemnifying Party"”) of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim, whether between the parties claim for indemnification hereunder resulting from or brought in connection with any claim or Legal Proceeding by a third party, specifying the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten (i10) Business Days prior to the factual basis for such claimtime any response to the asserted claim is required, if possible, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant in any event within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following 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 other rights or remedies which the Indemnified Party has under this Agreement or the other Operative Documents, or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party, except to the extent that such delay or failure has materially prejudiced the 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 Claimant Indemnifying Party may, at its sole cost and expense, assume the defense thereof by written notice within 30 calendar days, using counsel that is reasonably satisfactory to the Indemnified Party. If an Indemnifying Party assumes the defense of a claimany such claim or Legal Proceeding, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply take all steps necessary in the defense thereof including the settlement of any or all case that involves solely monetary damages without the consent of the Accounts Receivable collected on behalf Indemnified Party; provided, however, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of Seller to a claim as to which Buyer is entitled to indemnification hereunderits choice without any right of control thereof. If The Indemnifying Party, if it has assumed the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to defense of any claim or Legal Proceeding by a third party as provided herein, shall not consent to, or enter into, any compromise or settlement of (which settlement (i) commits the Indemnified Party to take, or to forbear to take, any action or (ii) does not provide for a full and complete written release by such third party of the Indemnified Party), or consent to the entry of any judgment that does not relate solely to monetary damages arising from, any such claim or Legal Proceeding by a third party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Claimant 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 entitled sought pursuant to indemnification hereunderthis Article XII, 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 have not compromise or settle such claim without the right at its own expense, to participate in or assume control prior written consent of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Partywhich consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate in the defense of such claim at its own expense. D. If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claimsuch claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it shall be bound by may deem appropriate, including settling such claim or litigation (after giving prior written notice of the results obtained in good faith by the Claimant with respect to such claim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend same to the shareholders, directors, officers, partners employees Indemnifying Party and representatives obtaining the prior written consent of the Claimant although for Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the purpose Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant12.4.

Procedures for Indemnification. The procedures (a) No Party shall be liable for any claim for indemnification shall be as follows: A. The party claiming under this Article VII unless written notice of a claim for indemnification is delivered by the Party seeking indemnification (the "Claimant"“Indemnified Party”) shall promptly give notice to the party Party from whom indemnification is claimed sought (the "“Indemnifying Party"”) prior to the expiration of any applicable survival period set forth in Section 7.1 (in which event the claim shall survive until resolved). If any third party notifies the Indemnified Party with respect to any matter which may give rise to a claim for indemnification (a “Third Party Claim”) against the Indemnifying Party under this Article VII, then the Indemnified Party shall notify the Indemnifying Party within 10 Business Days thereof in writing; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. All notices given pursuant to this Section 7.5(a) shall describe with reasonable specificity the nature of the claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If claim (to the extent then known) and the basis of the Indemnified Party’s claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimantfor indemnification. B. (b) Following receipt of notice from the Claimant in accordance with Section 7.5(a) (other than a notice of a claimThird Party Claim against the Indemnified Party, in which case Section 7.5(c) below shall apply), the Indemnifying Party shall have thirty (30) days from the date it receives such notice (the “Dispute Period”) to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to Indemnified Party shall make available to the Indemnifying Party and/or its authorized representative(s) all the information related to such claim relied upon by or in possession or control of, the Claimant to substantiate the claimIndemnified Party. If the Claimant and Indemnifying Party disagrees with the validity or amount of all or a portion of such claim made by the Indemnified Party, the Indemnifying Party agree at or shall deliver to the Indemnified Party written notice thereof (the “Dispute Notice”) prior to the expiration of said thirty (30) day period (the Dispute Period. If no Dispute Notice is received by the Indemnified Party within the Dispute Period or any mutually agreed upon extension thereof) the Indemnifying Party provides notice that it does not have a dispute with respect to the validity and amount of such claim, or if such claim shall be deemed approved and consented to by the Indemnifying Party does not respond to (such noticeclaim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunderan “Approved Indemnification Claim”). If a Dispute Notice is received by the Claimant Indemnified Party within the Dispute Period and the Indemnified Party and the Indemnifying Party do not agree within said period to the validity and/or amount of such disputed claim, no payment shall be made until such disputed claim is resolved, whether by adjudication of such matter, agreement between the Indemnified Party and the Indemnifying Party, or otherwise (or and upon any mutually agreed upon extension thereofsuch resolution, such claim shall be deemed to be an Approved Indemnification Claim). Each Approved Indemnification Claim shall be paid no later than five (5) Business Days after the date on which the subject claim became an Approved Indemnification Claim, in each case by wire transfer of immediately available funds to the Claimant may seek appropriate legal remedyaccount designated in writing by the party entitled to such payment. C. With respect (c) After the Indemnified Party has given notice of a Third Party Claim to any claim by a third party as the Indemnifying Party pursuant to which the Claimant is entitled to indemnification hereunderSection 7.5(a), the Indemnifying Party shall have the right may, at its own expenseelection, to participate in or assume control of undertake and conduct the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If Third Party Claim; provided that the Indemnifying Party elects fully acknowledges in writing its indemnification obligations to assume control of the defense of any third-party claimIndemnified Party. In such case, the Claimant shall have the right Indemnified Party may continue to participate in the defense of such claim at its own expense. D. Third Party Claim; provided, however, that following the Indemnifying Party’s assumption of the defense of such Third Party Claim, all legal or other expenses subsequently incurred by the Indemnified Party shall be borne by the Indemnified Party unless the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests, in which case the Indemnified Party shall be indemnified for the reasonable fees and expenses of one counsel to the Indemnified Party (including one local counsel). If a claim, whether between the parties or by a third party, requires immediate actionIndemnifying Party assumes the defense of any Third Party Claim, the parties will make all reasonable efforts Indemnifying Party shall not settle or consent to reach a decision judgment with respect thereto to such Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. If (i) the Indemnifying Party has failed to assume the defense of such Third Party Claim within ten (10) days of the Indemnified Party’s delivery of notice of such Third Party Claim to the Indemnifying Party, (ii) such Third Party Claim involves criminal or quasi-criminal allegations or (iii) the Third Party Claim includes a claim for injunctive relief, then the Indemnified Party shall have the right to assume the defense of such Third Party Claim. The Indemnified Party and the Indemnifying Party shall render to each other such assistance as expeditiously as possible. E. If may reasonably be required of each other in order to ensure proper and adequate defense of any Third Party Claim subject to this Section 7.5. To the extent that the Indemnified Party or the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third a particular Third Party Claim, the Party so proceeding with such Third Party Claim shall keep the other party claim, it informed of all material developments and events relating to such Third Party Claim. No Indemnified Party shall be bound by the results obtained in good faith by the Claimant settle or consent to judgment with respect to such claim. F. The indemnification rights any Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that the Indemnifying Party has consented to any settlement or consented to any judgment and except as otherwise provided in Sections 10.2 and 10.3 such settlement or judgment, such Indemnifying Party shall extend not have any power or authority to object to any claim by any Indemnified Person under this Article VII or against the shareholders, directors, officers, partners employees and representatives Escrow Fund for indemnity in the amount of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimantsettlement or judgment.

Procedures for Indemnification. The procedures for (a) Any Indemnified Party promptly shall give to the Indemnifying Party a written notice (a “Claim Notice”); provided, however, that the failure of any Indemnified Party to give the Claim Notice promptly as required by this Section shall not affect such Indemnified Party’s rights under this Rider, except and only to the extent such failure materially prejudices the Indemnifying Party. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be as follows: A. The party claiming the indemnification (the "Claimant") entitled under this Rider shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying be determined: (i) by the factual basis for such claim, and Agreement; (ii) by a final non-appealable determination of a court of competent jurisdiction pursuant to Section 38; or (iii) by any other means to which the amount Indemnified Party and the Indemnifying Party shall agree (a “Final Determination”). All amounts due to the Indemnified Party shall be paid by wire transfer within ten (10) business days after such Final Determination. (c) An Indemnified Party shall notify the Indemnifying Party in writing, and in reasonable detail, of any Legal Proceeding made by any third Person against the Indemnified Party (a “Third Party Claim”) promptly after receipt by such Indemnified Party of written notice of the claimThird Party Claim. If Notwithstanding the claim relates foregoing, should a party be physically served with a complaint with regard to an actiona Third Party Claim, suit or proceeding filed by the Indemnified Party must notify the Indemnifying Party with a third party against Claimantcopy of the complaint within ten (10) calendar days after receipt thereof and shall deliver a copy of such complaint to the Indemnifying Party within ten (10) calendar days after the receipt of such complaint; provided, however, that the failure of any Indemnified Party to give such notice shall be given by Claimant within five (5) days after written notice of not affect such action, suit or proceeding was given Indemnified Party’s rights under this Rider except and only to Claimantthe extent such failure materially prejudices the Indemnifying Party. B. Following receipt (d) In the event of notice from the Claimant initiation of any Legal Proceeding with respect to a claimThird Party Claim (in which the only relief sought is monetary damages), the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigationmay elect, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume be represented by counsel of its choice (reasonably acceptable to the Indemnified Party) and to control of the defense of and defend such claimThird Party Claim; provided, and the Claimant shall cooperate fully with however, that the Indemnifying Party, subject to reimbursement Party agrees in writing that it is responsible for reasonable actual out-of-pocket all Losses in connection therewith (including the fees and expenses incurred by the Claimant as Indemnified Party prior to the result assumption of a request the Third Party Claim by the Indemnifying Party). If the Indemnifying The Indemnified Party elects to assume control of the defense of any third-party claim, the Claimant shall have the right to participate (and to retain legal counsel to participate) in any such defense at its sole cost and expense except in the defense case where the Indemnified Party shall have reasonably concluded in good faith that representation of such claim at both parties by the same counsel would be inappropriate, due to actual or potential differing interests between them, in which case the cost and expenses of counsel to the Indemnified Party shall be paid by the Indemnifying 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 own expense. D. If a claim, whether between the parties or by a third party, requires immediate actionAffiliates, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Legal Proceeding. The parties will make all agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Legal Proceeding or demand. Such cooperation shall include the retention and the provision of records and information that are reasonably relevant to such Third Party Claim, and using commercially reasonable efforts to reach make any person available on a decision with respect thereto as expeditiously as possible. E. If mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not settle, or agree to the entry of a final order in, any such proceeding without the prior written consent of the Indemnified Party unless (i) the sole recourse under such settlement or final order is payment by the Indemnifying Party of monetary damages and (ii) such settlement or final order does not elect obligate the Indemnified Party to assume control admit any liability and includes a full and unconditional release of the Indemnified Parties. (e) For purposes of this Rider, for the sole purpose of determining the amount of Losses sustained by an Indemnified Party as a result of, arising out of or otherwise participate in connection with any breach or inaccuracy of a representation or warranty, or any failure by any Indemnifying Party to perform or comply with any covenant or agreement applicable to it, such representation, warranty or covenant shall be deemed to be made without such qualification or limitation (but such qualification or limitation shall be taken into account in determining the existence of any breach, inaccuracy or failure of such representation, warranty, covenant or agreement). (f) The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its representatives) or by reason of the fact that the Indemnified Party or any of its representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition hereunder. (g) Any indemnification payment under the Agreement or this Rider shall be considered an adjustment to the Purchase Price. If the Closing has occurred, absent fraud or willful misconduct, the sole and exclusive remedy available to a party in the defense event of a breach by the other party of any third party claimwarranty, it covenant, or other provision of the Agreement, or for any misrepresentation, shall be bound by the results obtained in good faith by the Claimant with respect to such claimindemnification provided for under this Rider. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The party claiming respective obligations and liabilities of the indemnification Questor Investors, on the one hand, and the Company and the Existing Investors, on the other hand (the "ClaimantINDEMNIFYING PARTY") shall promptly give notice ), to the party from whom indemnification is claimed other (the "Indemnifying PartyPARTY TO BE INDEMNIFIED") under Section 18(b) hereof with respect to claims resulting from the assertion of liability by third parties shall be subject to the following procedures: (A) within 20 days after receipt of notice of commencement of any claim, whether between action or the parties or brought assertion in writing of any claim by a third party, specifying (i) the factual basis for such claim, and (ii) party to be indemnified shall give the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third indemnifying party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of thereof together with a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount copy of such claim, process or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate other legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claimpleading, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-indemnifying party claim, the Claimant shall have the right to participate undertake the defense thereof by representatives of its own choosing; provided that the omission so to notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 18(c) and shall not relieve the indemnifying party from liability under this Section 18(c) unless such indemnifying party is prejudiced by such omission; (B) in the event that the indemnifying party, by the 30th day after receipt of notice of any such claim (or, if earlier, by the tenth day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the party to be indemnified will (upon further notice to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at its own expense. D. If a claimany time prior to settlement, whether between compromise or final determination thereof, provided that the parties or by a third party, requires immediate action, indemnifying party shall be given at least 15 days prior written notice of the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense effectiveness of any third party claim, it shall be bound by the results obtained in good faith by the Claimant with respect to such claim.proposed settlement or compromise; F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth (C) anything in this Section 10.418(c) to the contrary notwithstanding (i) if there is a reasonable probability that a claim may materially and adversely affect the indemnifying party other than as a result of money damages or other money payments, the indemnifying party shall have the right, at its own cost and expense, to compromise or settle such claim, but (ii) the indemnifying party shall not, without the prior written consent of the party to be indemnified, settle or compromise any indemnification claims claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the party to be indemnified a release from all liability in respect of such parties shall be made by and through claim; and (D) in connection with any such indemnification, the Claimantindemnified party will cooperate in all reasonable requests of the indemnifying party.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. (a) The party claiming the indemnification (the "ClaimantIndemnified Party") shall promptly give notice to the party from whom the indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third partyparty against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim, if known or reasonably estimable. If the claim relates Failure to an action, suit or proceeding filed by a third party against Claimant, such give prompt notice shall be given by Claimant within five (5) days after written notice not affect the indemnification obligations hereunder except to the extent of such action, suit or proceeding was given to Claimantactual prejudice. B. (b) Following receipt of notice from the Claimant Indemnified Party of a claim, the Indemnifying Party shall have thirty (30) 30 days in which to make such investigation of the claim as the Indemnifying Party deems shall deem necessary or desirable. For the purposes of such investigation, the Claimant Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant Indemnified Party to substantiate the claim. If the Claimant Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) -day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant Indemnified Party the full amount of the claim. Buyer shall If the Indemnifying 11 Party affirmatively rejects such claim within such 30-day period, the Indemnified Party will be entitled free to apply any seek judicial or all other enforcement of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled its rights to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedyunder this Agreement. C. (c) With respect to any claim by a third party as to which the Claimant Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, expense to participate in or or, if it so elects, to assume control of the defense of such claim, and the Claimant Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for any reasonable actual out-of-pocket expenses cost or expense incurred by the Claimant Indemnified Party as the result of a request by the Indemnifying PartyParty to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Claimant Indemnified Party shall have the right to participate in the defense of such claim at its own expense; provided that if the Indemnified Party reasonably determines in good faith that there exist actual or potential conflicts of interest that make representation by the same counsel inappropriate, the Indemnified Party shall be entitled to employ separate counsel (but not more than one per jurisdiction) at the expense and cost of the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand unless (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim, (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates and (iii) any amounts owing from any Indemnified Party pursuant to such compromise or settlement are subject to full indemnification by the Indemnifying Party (which has acknowledged in writing its responsibility therefor and has demonstrated its financial ability to satisfy such obligation). D. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third third-party claim, it the Indemnifying Party shall be bound by the results obtained in good faith by the Claimant Indemnified Party with respect to such claim. F. The indemnification rights provided in Sections 10.2 claim and 10.3 shall extend to the shareholders, directors, officers, partners employees and representatives of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made liable for all costs and expenses of defending such claim incurred by Indemnified Party, including fees and through the Claimantdisbursements of counsel.

Procedures for Indemnification. The procedures for If a party entitled to indemnification shall be as follows: A. The party claiming the indemnification pursuant to this Article V (the an "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Indemnified Party") becomes aware of any liability, loss, damage, claim, whether between the parties cost or brought expense with respect to which a claim for indemnification may be asserted pursuant to this Article V, or if any claim is made by a third partyPerson or any suit, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit investigation, claim or proceeding filed by (a third party against Claimant"Proceeding") commenced for which the Indemnified Party shall seek indemnity from the Indemnifying Party, the Indemnified Party shall, with reasonable promptness, give to such notice shall be given by Claimant within five (5) days after Indemnifying Party written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, Proceeding and request the Indemnifying Party to defend the same, provided, however, that the failure of an Indemnified Party to deliver such written notice with reasonable promptness shall have thirty (30) days not be deemed to make such investigation bar or otherwise limit the rights of the claim as Indemnified Party hereunder unless such failure materially prejudices the rights or defenses of the Indemnifying Party. The Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of defend such claim, action or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. Buyer shall be entitled to apply any or all of the Accounts Receivable collected on behalf of Seller to a claim as to which Buyer is entitled to indemnification hereunder. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any claim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right proceeding at its own expense, and shall give written notice to the Indemnified Party of the commencement of such defense with reasonable promptness after the giving of the written notice of the claim by the Indemnified Party. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense with the Indemnifying Party in or assume control such defense (subject to the right of the defense of Indemnifying Party to control such defense), but shall not be entitled in any way to release, waive, settle, modify or pay such claim, and action or proceeding without the Claimant shall cooperate fully with written consent of the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expenses incurred by the Claimant as the result of a request by if the Indemnifying PartyParty has assumed such defense. The Indemnified Party shall, in any case, fully cooperate with and assist the Indemnifying Party to the extent reasonably possible. If the Indemnifying Party elects fails to assume control of the defense of any third-party claimtimely defend, contest or otherwise protect against such Proceeding, the Claimant Indemnified Party shall have the full right to participate defend against such claim, action or proceeding in such manner as it may deem appropriate, including, without limitation, the defense right to make any compromise or settlement thereof (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), and the Indemnified Party shall be entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such claim at its own expense. D. If a claimProceeding, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If and the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third party claim, it shall be bound by any determination made in such Proceeding or (subject to the results obtained in good faith consent of the Indemnifying Party, which consent shall not be unreasonably withheld) any compromise or settlement effected by the Claimant with respect to Indemnified Party. In the event the Indemnifying Party shall assume the defense, no compromise or settlement of such claim. F. The indemnification rights provided claims may be effected by the Indemnifying Party without the Indemnified Party's consent (which consent shall not be unreasonably withheld, provided, however that the Indemnified Party may withhold such consent at its discretion if, in Sections 10.2 and 10.3 shall extend to its judgment, such compromise or settlement would have an adverse impact on the shareholders, directors, officers, partners employees and representatives future operations of the Claimant although for the purpose of the procedures set forth in this Section 10.4, any indemnification claims by such parties shall be made by and through the ClaimantIndemnified Party).