Common use of Procedures for Indemnification Clause in Contracts

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each Promptly after receipt by an indemnified party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has this Section 2.8 of actual knowledge of the commencement of any action (including any governmental action), such indemnified party will, if a claim as in respect thereof is to which indemnity may be soughtmade against any indemnifying party under this Section 2.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall permit have the Indemnifying Party right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense of any such claim or any litigation resulting therefrom; provided, that thereof with counsel for mutually satisfactory to the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expenseparties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the Indemnifying Party shall pay such expense right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party indemnified party by the counsel retained by the Indemnifying Party indemnifying party would be inappropriate due to actual or potential differing interests between the Indemnified Party such indemnified party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in The failure to deliver written notice to the defense indemnifying party within a reasonable time of the commencement of any such claim or litigation shallaction, except with the consent of each Indemnified Partyif prejudicial to its ability to defend such action, consent to entry shall relieve such indemnifying party of any judgment or enter into any settlement which does not include as an unconditional term thereof liability to the giving by indemnified party under this Section 2.8 to the claimant or plaintiff to such Indemnified Party of a release from all liability in respect extent of such claim or litigationprejudice, and no Indemnified Party shall consent but the omission to entry so deliver written notice to the indemnifying party will not relieve it of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayedliability that it may have to any indemnified party otherwise than under this Section 2.8.

Procedures for Indemnification. Each (a) If (i) a claim or demand is made against C-W, any C-W Indemnitee, any C-W Member, UNITRIN, any UNITRIN Indemnitee or any UNITRIN Member (each, an "Indemnitee") by any person who is not a party to this Agreement (each a "Third Party Claim") as to which such Indemnitee is entitled to indemnification under Subsection (a) pursuant to this Agreement, such Indemnitee shall notify the party which is or (b) (the “Indemnified Party”) shall give notice may be required pursuant to the party required terms hereof to provide make such indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtin writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall permit not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnitee with respect to which a claim for indemnification is made pursuant to Section 3.1 or Section 3.2 hereof, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee's reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party so elects to assume the defense of any such claim Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or any litigation resulting therefrom; prosecution thereof, including by providing or causing to be provided, that counsel for records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. Unless otherwise required by law, who shall conduct in no event will an Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party Indemnifying Party's prior written consent (whose approval shall which will not be unreasonably withheld or delayedwithheld); 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 defense at such party’s expense; 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 Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim (as between the Indemnifying Party and the Indemnitee), the Indemnifying Party shall pay such expense if be permitted to enter into, and the Indemnified Indemnitee will agree to, any settlement, compromise or discharge of a Third Party shall believe reasonably and in good faith Claim that representation of such Indemnified Party by the counsel retained by the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be inappropriate due required to actual be paid by or potential differing interests between on behalf of the Indemnified Indemnifying Party in connection with such settlement, compromise or discharge; and provided further that the Indemnifying Party shall not agree to any other party represented by such counsel in such proceeding. No Indemnifying Partysettlement, in the defense of any such claim compromise or litigation shall, 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 claimant or plaintiff to such Indemnified Party discharge of a release from all liability in respect of such claim or litigation, and no Indemnified Third Party shall consent to entry of any judgment or settle such claim or litigation Claim not described above without the prior written consent of the Indemnitee, such consent not to be unreasonably withheld. If an Indemnifying PartyParty elects not to assume the defense of a Third Party Claim, which consent will or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. In such case, the Indemnifying Party shall be responsible for the cost of such compromise, settlement or defense. Notwithstanding the foregoing, the Indemnifying Party shall not be unreasonably withheld entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or delayedother equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSection 9(a) or (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed)Party; and, provided 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld withheld, delayed or delayedconditioned.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) An Indemnitee shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense notice of any such claim matter that an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any litigation resulting therefrom; providedAncillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b)), that counsel for the Indemnifying Party, who shall conduct the defense within ten (10) Business Days of such claim determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expensearises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation have been materially prejudiced as a result of such Indemnified Party by the counsel retained by failure (except that the Indemnifying Party would or Parties shall not be inappropriate due liable for any expenses incurred during the period in which the Indemnitee failed to actual or potential differing interests between give such notice). The Indemnifying Party will have a period of thirty (30) days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnified Indemnifying Party and any other party represented by fails to respond within such counsel period, the Liability specified in such proceeding. No Indemnifying Party, in notice from the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent Indemnitee shall be conclusively determined to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of be a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent Liability of the Indemnifying PartyParty hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, which consent will not the disputed matter shall be unreasonably withheld or delayedresolved in accordance with Article VIII.

Procedures for Indemnification. Each An indemnified party entitled to indemnification under Subsection (a) or (b) (hereunder shall notify the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge indemnifying party, in writing, of any claim as to which indemnity for indemnification, specifying in reasonable detail the nature of the Claims and Losses and, if known, the amount or an estimate of the amount of the Claims and Losses. In the event of a claim by any third party, or if there is any claim against a third party available by virtue of the circumstances of the Claims and Losses, the indemnifying party may be sought, and shall permit the Indemnifying Party to assume the defense or the prosecution thereof by prompt written notice to indemnified party including the employment of any such claim counsel or any litigation resulting therefrom; providedaccountants, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of at its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s cost and expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party defendants in any such action include both the indemnifying party and the indemnified party and such parties shall believe reasonably and in good faith have reasonable concluded that representation there may be a conflict between the positions of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel parties in such proceeding. No Indemnifying Party, in conducting the defense of any such claim or litigation shallaction, except with the consent 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 each Indemnified Party, consent to entry such counsel employed by the indemnified party shall be at its expense. The indemnifying party shall not be liable for any settlement of any judgment or enter into any settlement such Claims and Losses effected without its prior written consent, which shall not be unreasonably withheld; provided that if the indemnifying party does not include as an unconditional term thereof assume the giving by the claimant defense or plaintiff to such Indemnified Party prosecution of a release third-party claim as provided above within thirty (30) Days after notice thereof from all liability in respect of such claim or litigationthe indemnified party, and no Indemnified Party shall consent to entry of any judgment or the indemnified party may settle such claim or litigation without the indemnifying party’s consent. The indemnifying party shall not agree to 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 indemnified party without the indemnified party’s prior written consent of consent. Whether or not the Indemnifying Partyindemnifying party chooses to so defend or prosecute such claim, which consent will not both parties shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be unreasonably withheld or delayedreasonably requested in connection therewith.

Procedures for Indemnification. Each With respect to any third-party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) claims, either party shall give the other party prompt notice of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party required under Article 9 except to provide indemnification (the “Indemnifying Party”) promptly after extent that the indemnifying party’s ability to defend such Indemnified Party has actual knowledge of any suit or claim as is materially prejudiced by the failure to which indemnity may be sought, and give such notice. The indemnifying party shall permit have the Indemnifying Party right to assume the defense (at its own expense) of any such claim or any litigation resulting therefrom; providedthrough counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, that counsel for and the Indemnifying Party, who party seeking indemnification shall conduct cooperate fully with the indemnifying party in defense of such claim or any litigation resulting therefrommatter, shall be approved by at the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such indemnifying party’s expense; provided, however, that . The party seeking indemnification shall have the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due right to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, participate in the defense of any such claim or litigation shallthereof and to employ counsel, except with at its own expense, separate from 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 counsel employed by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigationindemnifying party. The indemnifying party shall not, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Partyindemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which consent will be paid by the indemnifying party. If the indemnifying party does not be unreasonably withheld or delayedassume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3.

Procedures for Indemnification. Each party entitled to indemnification under Subsection If a claim or demand is made against a Party (a) an "Indemnitee"), or an Indemnitee shall otherwise learn of an assertion, by any person who is not a Party (band who is not an affiliate of a Party) (a "Third Party Claim") as to which a Party (the “Indemnified "Indemnifying Party”") shall give notice to the party required may be obligated to provide indemnification (the “Indemnifying Party”) promptly after pursuant to this Agreement, such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim. The Indemnifying Party will be entitled to assume the defense thereof (at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of any such claim or any litigation resulting therefrom; provideda Third Party Claim, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 Agreementwill not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that If the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assumes the defense of any such claim Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If the Indemnifying Party assumes the defense of any such Third Party Claim, the Indemnifying Party will keep the Indemnitee fully informed of all material developments relating to or litigation shallin connection with such Third Party Claim. If the Indemnifying Party chooses to defend a Third Party Claim, except the Indemnitee will reasonably cooperate with the Indemnifying Party in the defense thereof if requested by the Indemnifying Party. No Indemnitee will consent of each Indemnified Partyto any settlement, compromise or discharge (including the consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry judgment) of any judgment or settle such claim or litigation Third Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed's prior written consent.

Procedures for Indemnification. Each party (a) If a claim or demand is made by a Third Party against a AMC Indemnitee or a Cablevision Indemnitee (each, an “Indemnitee”) (a “Third-Party Claim”) as to which such Indemnitee is entitled to indemnification under Subsection (a) pursuant to this Agreement, such Indemnitee shall notify the Party which is or (b) (the “Indemnified Party”) shall give notice may be required pursuant to the party required Section 3.1 or Section 3.2 hereof to provide make such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtin writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event by the date (the “Outside Notice Date”) that is the 15th Business Day) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall permit 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 beginning immediately after the Outside Notice Date and ending on the date the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. Notice under this Section 3.3 shall be provided in accordance with Section 5.6. For the avoidance of doubt, knowledge of a Third Party Claim by a Person who is an officer or director of both Cablevision and AMC shall not constitute notice for purposes of this Section 3.3. If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any such claim Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any litigation resulting therefrom; provided, that counsel for request therefor from or on behalf of the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve . If the Indemnifying Party of its obligations acknowledges in writing responsibility under this Agreement. The Indemnified Section 3.3 for a Third Party may participate Claim, then in such defense at such partyno event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party’s expenseprior 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 Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would not be inappropriate due entitled to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assume the defense of any such claim or litigation shall, except with Third Party Claim (and shall be liable for the consent fees and expenses 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 counsel incurred by the claimant Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or plaintiff to other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such Indemnified equitable relief or other relief portion of the Third Party of a release Claim can be so separated from all liability in respect of such claim or litigationthat for money damages, and no Indemnified the Indemnifying Party shall consent be entitled to entry of any judgment or settle such claim or litigation without assume the prior written consent defense of the Indemnifying Party, which consent will not be unreasonably withheld or delayedportion relating to money damages.

Procedures for Indemnification. Each An indemnified party entitled to indemnification under Subsection (a) or (b) (hereunder shall notify the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge indemnifying party, in writing, of any claim as to which indemnity for indemnification, specifying in reasonable detail the nature of the Claims and Losses and, if known, the amount or an estimate of the amount of the Claims and Losses. In the event of a claim by any third party, or if there is any claim against a third party available by virtue of the circumstances of the Claims and Losses, the indemnifying party may be sought, and shall permit the Indemnifying Party to assume the defense or the prosecution thereof by prompt written notice to indemnified party including the employment of any such claim counsel or any litigation resulting therefrom; providedaccountants, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of at its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s cost and expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party defendants in any such action include both the indemnifying party and the indemnified party and such parties shall believe reasonably and in good faith have reasonable concluded that representation there may be a conflict between the positions of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel parties in such proceeding. No Indemnifying Party, in conducting the defense of any such claim or litigation shallaction, except with the consent 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 each Indemnified Party, consent to entry such counsel employed by the indemnified party shall be at its expense. The indemnifying party shall not be liable for any settlement of any judgment or enter into any settlement such Claims and Losses effected without its prior written consent, which shall not be unreasonably withheld; provided that if the indemnifying party does not include as an unconditional term thereof assume the giving by the claimant defense or plaintiff to such Indemnified Party prosecution of a release third-party claim as provided above within thirty (30) days after notice thereof from all liability in respect of such claim or litigationthe indemnified party, and no Indemnified Party shall consent to entry of any judgment or the indemnified party may settle such claim or litigation without the indemnifying party’s consent. The indemnifying party shall not agree to 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 indemnified party without the indemnified party’s prior written consent of consent. Whether or not the Indemnifying Partyindemnifying party chooses to so defend or prosecute such claim, which consent will not both parties shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be unreasonably withheld or delayedreasonably requested in connection therewith.

Procedures for Indemnification. Each party (a) If a claim or demand is made by a Third Party against a Spinco Indemnitee or a MSG Networks Indemnitee (each, an “Indemnitee”) (a “Third-Party Claim”) as to which such Indemnitee is entitled to indemnification under Subsection (a) pursuant to this Agreement, such Indemnitee shall notify the Party which is or (b) (the “Indemnified Party”) shall give notice may be required pursuant to the party required Section 3.1 or Section 3.2 hereof to provide make such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtin writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event by the date (the “Outside Notice Date”) that is the 15th Business Day) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall permit 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 beginning immediately after the Outside Notice Date and ending on the date the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notice under this Section 3.3 shall be provided in accordance with Section 5.6. For the avoidance of doubt, knowledge of a Third-Party Claim by a Person who is an officer or director of both MSG Networks and Spinco shall not constitute notice for purposes of this Section 3.3. If a Third-Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any such claim Third-Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any litigation resulting therefrom; provided, that counsel for request therefor from or on behalf of the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve . If the Indemnifying Party of its obligations acknowledges in writing responsibility under this Agreement. The Indemnified Section 3.3 for a Third-Party may participate Claim, then in such defense at such partyno event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party’s expenseprior 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 Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third-Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and releases the Indemnitee completely in connection with such Third-Party Claim and that would not otherwise adversely affect the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would not be inappropriate due entitled to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assume the defense of any such claim or litigation shall, except with Third-Party Claim (and shall be liable for the consent fees and expenses 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 counsel incurred by the claimant Indemnitee in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or plaintiff to other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such Indemnified equitable relief or other relief portion of the Third-Party of a release Claim can be so separated from all liability in respect of such claim or litigationthat for money damages, and no Indemnified the Indemnifying Party shall consent be entitled to entry of any judgment or settle such claim or litigation without assume the prior written consent defense of the Indemnifying Party, which consent will not be unreasonably withheld or delayedportion relating to money damages.

Procedures for Indemnification. Each (a) If a party entitled to indemnification under Subsection this Section 11 (a) or (b) (the 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 party required case of a claim for indemnification pursuant to provide 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 case of a claim for indemnification pursuant to Section 11.3, the Buyer (each such person, an “Indemnifying Party”) promptly after ). No delay in delivering such Indemnified written notice to the Indemnifying Party has actual knowledge shall relieve the Indemnifying Party from any obligation hereunder or prevent the Indemnifying Party from recovering in respect of any claim as for indemnification pursuant to which indemnity may be soughtand in accordance with this Section 11 unless, and shall permit then solely to the extent that, the Indemnifying Party is actually and materially prejudiced thereby. Such notice by the Indemnified Party will describe the claim giving rise to assume an obligation of indemnification in reasonable detail and will indicate the defense estimated amount, if reasonably practicable, of any such claim the Loss that has been or any litigation resulting therefrom; providedmay be sustained by the Indemnified Party. Thereafter, that counsel for the Indemnified Party will deliver to the Indemnifying Party, who shall conduct within five (5) Business Days after the defense Indemnified Party’s receipt thereof, copies of such claim or any litigation resulting therefrom, shall be approved 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 (whose approval shall not be unreasonably withheld or delayedthe “Response Period”); 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if deliver to the Indemnified Party shall believe reasonably and in good faith that representation of a written response to such Indemnified Party by notice. If, during the counsel retained by Response Period, the Indemnifying Party would be inappropriate due to actual or potential differing interests between delivers a written notice disputing the Indemnified Party Party’s entitlement to indemnification of the Losses described in such notice, the parties shall use their commercially reasonable efforts to settle such disputed matters within 30 days following the expiration of the Response 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 other party represented subsequent dispute arising therefrom. If the parties are unable to reach agreement within such 30-day period, the dispute may be resolved by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except legally available means consistent with the consent provisions 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayedSection 15.2.

Procedures for Indemnification. Each party (a) If a claim or demand is made by a Third Party against an MSG Indemnitee or a Cablevision Indemnitee (each, an “Indemnitee”) (a “Third-Party Claim”) as to which such Indemnitee is entitled to indemnification under Subsection (a) pursuant to this Agreement, such Indemnitee shall notify the Party which is or (b) (the “Indemnified Party”) shall give notice may be required pursuant to the party required Section 3.1 or Section 3.2 hereof to provide make such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtin writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event by the date (the “Outside Notice Date”) that is the 15th Business Day) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall permit 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 beginning immediately after the Outside Notice Date and ending on the date the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. Notice under this Section 3.3 shall be provided in accordance with Section 5.6. For the avoidance of doubt, knowledge of a Third Party Claim by a Person who is an officer or director of both Cablevision and MSG shall not constitute notice for purposes of this Section 3.3. If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any such claim Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any litigation resulting therefrom; provided, that counsel for request therefor from or on behalf of the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve . If the Indemnifying Party of its obligations acknowledges in writing responsibility under this Agreement. The Indemnified Section 3.3 for a Third Party may participate Claim, then in such defense at such partyno event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party’s expenseprior 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 Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would not be inappropriate due entitled to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assume the defense of any such claim or litigation shall, except with Third Party Claim (and shall be liable for the consent fees and expenses 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 counsel incurred by the claimant Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or plaintiff to other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such Indemnified equitable relief or other relief portion of the Third Party of a release Claim can be so separated from all liability in respect of such claim or litigationthat for money damages, and no Indemnified the Indemnifying Party shall consent be entitled to entry of any judgment or settle such claim or litigation without assume the prior written consent defense of the Indemnifying Party, which consent will not be unreasonably withheld or delayedportion relating to money damages.

Procedures for Indemnification. Each As used herein, an “Indemnified Party” means a party seeking indemnification pursuant to ARTICLE 10, and the term “Indemnifying Party” means the party who is obligated to provide indemnification under ARTICLE 10. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any event, or any claim, action, suit, demand, assessment, investigation, arbitration or other proceeding by or in respect of a third party (a “Third-Party Claim”) of which it has knowledge, for which such Indemnifying Party is entitled to indemnification under Subsection (a) or (b) (this ARTICLE 10. In the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified case of a Third-Party has actual knowledge of any claim as to which indemnity may be soughtClaim, and shall permit the Indemnifying Party will have the right to assume direct, through counsel of its own choosing, the defense or settlement of any such claim or any litigation resulting therefrom; provided, that counsel for Third-Party Claim at its own expense. In such case the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at defense, but in such party’s expense; provided, however, that case the expenses of the Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party shall pay with access to the Indemnified Party’s records and personnel relating to any such expense if Third-Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or settlement of such Third-Party Claim, and the Indemnifying Party will reimburse the Indemnified Party shall believe reasonably for all its reasonable out-of-pocket costs and expenses incurred in good faith that representation providing such access, personnel and cooperation. Upon assumption of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in 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 any claim or litigation shalldemand arising from such Third-Party Claim, except with 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 each the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof Party is entered against the giving Indemnified Party for such liability. No such Third-Party Claim may be settled by the claimant or plaintiff to such Indemnified Indemnifying Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Indemnified Party, which consent will not be unreasonably withheld withheld. If the Indemnifying Party fails to defend or delayedfails 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 such Third-Party Claim pursuant to this ARTICLE 10 and proposes to settle such Third-Party Claim prior to a final judgment thereon or to forgo appeal with respect thereto, then the 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 Third-Party Claim.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Each Indemnified Party”) Party shall promptly give notice hereunder to the party required to provide indemnification (the “Indemnifying Party”) promptly indemnifying Party after such Indemnified Party has actual knowledge becoming aware of any claim as to which indemnity recovery may be soughtsought against the indemnifying Party because of the indemnity in this Article 15, and and, if such indemnity shall arise from the claim of a third party, shall permit the Indemnifying indemnifying Party to assume the defense of any such claim or and any litigation or other proceeding resulting therefromfrom such claim; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Partymay, in any event, at its own expense, monitor and participate in, but not control, the defense of any such claim or litigation shalllitigation. Notwithstanding the foregoing, except with the consent right to indemnification hereunder shall not be affected by any failure of each an Indemnified PartyParty to give such notice (or by delay by an Indemnified Party in giving such notice) unless, consent and then only to entry the extent that, the rights and remedies of any judgment the indemnifying Party shall have been prejudiced as a result of the failure to give, or enter into any settlement which does not include as an unconditional term thereof delay in giving, such notice. The notice required hereunder shall specify the giving basis for the claim for indemnification to the extent ascertainable at the time of the notice. Failure by the claimant or plaintiff indemnifying Party to such notify an Indemnified Party of a release from all liability in respect of its election to defend any such claim or litigation, action by a third party within 5 Business Days after notice thereof shall have been given to the indemnifying Party shall be deemed a waiver by the indemnifying Party of its right to defend such claim or action and no the Indemnified Party shall consent to entry of any judgment or settle may defend against such claim or litigation without in such manner as it deems appropriate. Nothing herein shall be deemed to prevent an Indemnified Party from making a contingent claim for indemnification hereunder, provided the prior written consent 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 Indemnifying Party, which consent will not be unreasonably withheld or delayedextent then ascertainable.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSections 10(a) or (b10(b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided 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 AgreementAgreement unless the Indemnifying Party is materially prejudiced thereby. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSections 9(a) or (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed)Party; and, provided 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld withheld, delayed or delayedconditioned.

Procedures for Indemnification. Each (a) Whenever a claim shall arise for indemnification under this Section 7, the party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) ), shall give notice to notify, in writing, the party required to provide from whom indemnification is sought (the “Indemnifying Party”) promptly after of such Indemnified Party has actual knowledge claim and, when known, the facts constituting the basis for such claim. In the event of any such claim as to which indemnity may be sought, and shall permit for indemnification resulting from or in connection with a claim or Action by a third party; the Indemnifying Party to may assume the defense thereof at its sole cost and expense; provided, however, that no settlement of any such claim or Action shall be made without the prior written consent of the Indemnified Party (which consent may not be unreasonably withheld) unless such settlement fully and unconditionally releases the Indemnified Party from all further liability or obligation on the part of the Indemnified Party in connection with such claim or Action, in which case such consent shall not be required. If an Indemnifying Party assumes the defense of any such claim or any litigation resulting therefrom; providedAction, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 shall be entitled to select counsel and take all steps necessary in such the settlement or defense at such party’s expensethereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such Action with the counsel of its choice. Whether or not the Indemnifying Party shall pay such expense if assumes the defense of any claim or Action, the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment compromise or settle such claim or litigation Action without the prior written consent of the Indemnifying Party, Party (which consent will may not be unreasonably withheld or delayedwithheld).

Procedures for Indemnification. Each 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 entitled to indemnification under Subsection (a) or (b) (participate and, unless in the “Indemnified Party”) shall give notice reasonable judgment of legal counsel to the indemnified party required a conflict of interest between the indemnified party and the indemnifying party may exist with respect of such action, proceeding or claim, to provide indemnification assume the defense thereof with counsel reasonably satisfactory to the indemnified party. In the event that the indemnifying party fails, within thirty (the “Indemnifying Party”30) promptly after such Indemnified Party has actual knowledge days of receipt of any indemnification notice, to notify, in writing, such 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 indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to which indemnity may be sought, assume and shall permit the Indemnifying Party to does so assume the defense of any such claims, proceeding or action, the indemnified party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any litigation resulting therefrom; providednegotiation or defense of any such action, that counsel for claim or proceeding by the Indemnifying Partyindemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action, who claim or proceeding. The indemnifying party shall conduct keep the indemnified party fully apprised at all times as to the status of the defense of such claim or any litigation resulting therefromsettlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party entitled 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 defense using counsel of its choice at such its sole cost and expense. 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 contrary, the indemnifying party shall not, without the indemnified party’s expense; providedprior written consent, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual settle or potential differing interests between the Indemnified Party and compromise any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment in respect thereof which imposes any future obligation on the indemnified party or enter into any settlement which does not include include, as an unconditional term thereof thereof, the giving by the claimant or the plaintiff to such Indemnified Party the indemnified party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayedclaim.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) If an Indemnitee shall receive notice or otherwise learn of the assertion of any claim or commencement of any proceeding (bincluding any governmental investigation) by a person who is not a party to this Agreement (or any Affiliate of either party) (the “Indemnified Party”a "Third-Party Claim") shall give notice with respect to the party required which an Indemnifying Party may be obligated to provide indemnification (the “pursuant to this Agreement, such Indemnitee shall give such Indemnifying Party”) Party written notice thereof promptly after becoming aware of such Indemnified Third-Party has actual knowledge of any claim Claim setting forth the particulars as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromproceeding in reasonable detail; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party Indemnitee to give notice as provided herein in this SECTION 4.4(A) shall not relieve the related Indemnifying Party of its obligations under this AgreementARTICLE IV, unless such Indemnifying Party is actually prejudiced by such failure to give notice, and then only to the extent of such actual prejudice. The Indemnified (b) An Indemnifying Party may, to the extent it wishes within 30 days of receipt of notice of a Third-Party Claim and at its cost and expense, elect to defend or to seek to settle or compromise any Third-Party Claim; provided that the Indemnitee may participate in such settlement or defense through its chosen counsel at its sole cost and expense. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such party’s expenseIndemnifying Party shall not be liable to such Indemnitee under this ARTICLE IV for any legal or other expenses (except expenses approved in advance by the Indemnifying Party) subsequently incurred by such Indemnitee in connection with the defense thereof; providedprovided that if the defendants in any such Third-Party Claim include both the Indemnifying Party and one or more Indemnitees, howeverand in any Indemnitee's reasonable judgment a conflict of interest between one or more of such Indemnitees and such Indemnifying Party exists in respect of such claim, such Indemnitees shall have the right to employ separate counsel to represent such Indemnitees. In that event, the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party; provided further if and to the extent that there is a conflict of defenses or positions among the Indemnitees, the Indemnitees shall have the right to retain such number of additional separate counsel, reasonably satisfactory to the Indemnifying Party, as is reasonably necessary to avoid such conflicts, and the Indemnifying Party shall pay be responsible for the reasonable fees and expenses of such expense additional separate counsel; provided further that the Indemnitee may participate in the settlement or defense of a Third-Party Claim through counsel chosen by such Indemnitee if the Indemnified Party shall believe reasonably fees and in good faith that representation expenses of such Indemnified counsel shall be borne by such Indemnitee. If an Indemnifying Party by elects not to assume responsibility for defending a Third-Party Claim, such Indemnitee may defend or seek to compromise or settle such Third-Party Claim, but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. Notwithstanding the counsel retained by foregoing, the Indemnifying Party would shall not be inappropriate due to actual or potential differing interests between the Indemnified Party and liable for any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense settlement of any such claim or litigation shallThird-Party Claim effected without its written consent. The Indemnifying Party shall not, except with the consent of each Indemnified Partythe Indemnitee, consent to entry of any judgment or (i) enter into any such settlement which that does not include as an unconditional term thereof the giving by the claimant person or plaintiff persons asserting such Third-Party Claim to such Indemnified Party of a all Indemnitees an unconditional release from all liability in Liability with respect of to such claim Third-Party Claim, or litigation, and no Indemnified Party shall (ii) consent to entry of any judgment or settle such judgment. (c) Any claim or litigation without on account of a Loss that does not result from a Third-Party Claim shall be asserted by written notice given by the prior written consent of Indemnitee to the Indemnifying Party. Such Indemnifying Party shall have a 6 9 period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party under this Agreement or under applicable law. (d) In addition to any adjustments required pursuant to SECTION 4.3, if the amount of any Loss shall, at any time subsequent to the payment required by this Agreement, be reduced by recovery, settlement or otherwise, the amount of such reduction that has been received by the Indemnitee, less any expenses properly incurred in connection therewith, shall promptly be repaid by the Indemnitee to the Indemnifying Party. (e) In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall have all rights of subrogation and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which consent will not be unreasonably withheld such Indemnitee may have any right or delayed.claim relating to such Third-Party Claim or against any other person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim. (f) Notwithstanding anything to the contrary herein or in the Other Agreements, the foregoing indemnification provisions and procedures shall apply to any other indemnification agreements herein or in the Other Agreements. 4.5 Releases. (a) Subject to ARTICLE VI and effective on the Distribution Date, the Company and each other member of the Company Group releases and forever discharges FAF, each other member of the FAF Group, and their present or former officers, directors, shareholders, agents, employees, representatives, successors-in-interest, parents, Affiliates, insurers, attorneys and assigns of and from any and all Liabilities (other than those for which indemnification is available under this ARTICLE IV and any of the Other Agreements (subject to the provisions of SECTION 4.3)). (b) Subject to ARTICLE VI and effective on the Distribution Date, FAF and each other member of the FAF Group releases and forever discharges the Company, each other member of the Company Group and their present or former officers, directors, shareholders, agents, employees, representatives, successors-in- interest, parents, Affiliates, insurers, attorneys and assigns of and from any and all Liabilities (other than those for which indemnification is available under (i) this ARTICLE IV and (ii) any of the Other Agreements (subject to the provisions of SECTION 4.3)). 4.6

Procedures for Indemnification. Each With respect to any third-party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) claims, each party shall give the other party prompt notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any third-party claim as to which indemnity may be sought, and cooperate with the indemnifying party at the indemnifying party’s expense. The indemnifying party shall permit have the Indemnifying Party right to assume the defense (at the indemnifying party’s own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within [***] of the first receipt of such notice. A party given notice of a claim for which the other party expects to be defended and indemnified shall have [***] in which to either assume control of the defense or any litigation resulting therefromprovide a reasonable explanation of why such party is not obligated to defend the claim pursuant to this Agreement; providedthe party seeking indemnification in such instance may begin to defend the claim on its own, subject to reimbursement of all such expenses by the other party upon the other party’s admission that counsel such claim is that party’s responsibility, or upon the determination by a judge or arbiter (in accordance with the dispute resolution provisions below) that the party was responsible for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 Agreementclaim. The Indemnified Party may party seeking indemnification shall have the right to participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shallthereof and to employ counsel, except with at its own expense, separate from 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 counsel employed by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigationindemnifying party. The indemnifying party shall not, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Partyindemnified party, which consent will agree to the settlement, compromise or discharge of such third-party claim if such settlement, compromise or discharge would require that the indemnified party: (a) enter into any license agreement, cross-license agreement, settlement, covenant-not-to-sue or similar arrangement with the indemnifying party or any third party; (b) admit to infringement, misappropriation or misuse of any third party’s intellectual property; or (c) otherwise undertake or agree not be unreasonably withheld to undertake any activity or delayed.business of the indemnified party. Flextronics - MSA - G-3 -7- FLEXTRONICS CONFIDENTIAL

Procedures for Indemnification. Each As used herein, an "Indemnified Party" means a Party seeking indemnification for any Loss (including, but not limited to attorneys fees) pursuant to Section 10.2 or 10.3 hereof, as applicable, and 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 which it has knowledge, for which such Indemnified Party is entitled to indemnification under Subsection (a) or (b) (this Article 10. In the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified case of a Third Party has actual knowledge of any claim as to which indemnity may be soughtClaim, and shall permit the Indemnifying Party will have the right to assume direct, through counsel of its own choosing, the defense or settlement of any such claim or any litigation resulting therefrom; providedThird Party Claim at its own expense. In such case, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at defense, but in such party’s expense; provided, however, that case the expenses of the Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party shall pay with access to the Indemnified Party's records and personnel relating to any such expense if Third Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or settlement of such Third Party Claim, and the Indemnifying Party will reimburse the Indemnified Party shall believe reasonably for all its reasonable out-of-pocket costs and expenses incurred in good faith that representation providing such access, personnel and cooperation. Upon assumption of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in 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 any claim or litigation shalldemand arising from such Third Party Claim, except with 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 each the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof Party is entered against the giving Indemnified Party for such liability. No such Third Party Claim may be settled by the claimant or plaintiff to such Indemnified Indemnifying Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Indemnified Party, which consent will not be unreasonably withheld withheld. If the Indemnifying Party fails to defend or delayedfails 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 such 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 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 Third Party Claim.

Procedures for Indemnification. Each As used herein, an "Indemnified Party" means a party seeking indemnification for any Loss (including, but not limited to attorneys fees) pursuant to Section 11.2 or 11.3 hereof, as applicable, and 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 which it has knowledge, for which such Indemnified Party is entitled to indemnification under Subsection (a) or (b) (this Article 11. In the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified case of a Third Party has actual knowledge of any claim as to which indemnity may be soughtClaim, and shall permit the Indemnifying Party will have the right to assume direct, through counsel of its own choosing, the defense or settlement of any such claim or any litigation resulting therefrom; providedThird Party Claim at its own expense. In such case, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at defense, but in such party’s expense; provided, however, that case the expenses of the Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party shall pay with access to the Indemnified Party's records and personnel relating to any such expense if Third Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or settlement of such Third Party Claim, and the Indemnifying Party will reimburse the Indemnified Party shall believe reasonably for all its reasonable out-of-pocket costs and expenses incurred in good faith that representation providing such access, personnel and cooperation. Upon assumption of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in 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 any claim or litigation shalldemand arising from such Third Party Claim, except with 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 each the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof Party is entered against the giving Indemnified Party for such liability. No such Third Party Claim may be settled by the claimant or plaintiff to such Indemnified Indemnifying Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Indemnified Party, which consent will not be unreasonably withheld withheld, delayed or delayedconditioned. If the Indemnifying Party fails to 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 such 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 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 Third Party Claim.

Procedures for Indemnification. Each In the event that a party entitled to (the "Indemnified Party") is seeking indemnification under Subsection (a) Sections 5.1 or (b) 5.2, the Indemnified Party shall inform the other party (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly of a claim as soon as reasonably practicable after such the Indemnified Party has actual knowledge receives notice of any claim as to which indemnity may be soughtthe claim, and shall permit the Indemnifying Party to assume direction and control of the defense of the claim, and shall cooperate as requested by the Indemnifying Party (at the expense of the Indemnifying Party) in the defense of the claim; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that a conflict may arise between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of any such claim action or any litigation resulting therefrom; provided, that counsel for there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, who the Indemnified Party shall conduct have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action or on behalf of the Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or claim whatsoever, in respect of which indemnification could be sought under Sections 6.1 or any litigation resulting therefrom, shall be approved by 6.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such settlement, compromise or consent (whose approval i) includes an unconditional release of the Indemnified Party in form and substance reasonably satisfactory to the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed); 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each Whenever a claim shall arise for indemnification under this Article XI, the party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to promptly notify the party required to provide from which indemnification is sought (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after of such Indemnified Party has actual knowledge claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim as for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall give such notice thereof to which indemnity may be sought, and shall permit the Indemnifying Party not later than ten Business Days prior to assume the defense time any response to the asserted claim is required, if possible, and 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 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 any such claim for indemnification resulting from or any litigation resulting therefrom; providedin connection with a claim or Legal Proceeding by a third party, that counsel for the Indemnifying PartyParty may, who shall conduct at its sole cost and expense, assume the defense of such claim or any litigation resulting therefromthereof by written notice within 30 calendar days, shall be approved by using counsel that is reasonably satisfactory to the Indemnified Party (and whose approval fees shall not be unreasonably withheld borne by the Indemnifying Party). If an Indemnifying Party assumes the defense of, and the full responsibility for paying or delayed); andotherwise discharging, provided furtherany such claim or Legal Proceeding, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party shall be entitled to take all steps necessary in the defense thereof including the settlement of its obligations under this Agreement. The any case that involves solely monetary damages without the consent of the Indemnified Party may participate in such defense at such party’s expenseParty; 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. The Indemnifying Party, if it has assumed the 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 shall pay such expense if and the Indemnified Party shall believe reasonably 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 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 that representation of defending such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual claim or potential differing interests between proceeding, the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does shall not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment compromise or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will shall not be unreasonably withheld withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any such claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Article XI.

Procedures for Indemnification. Each Other than as set forth in Section 10, if a party entitled to indemnification under Subsection this Section 12.3 (a) or (b) (the an “Indemnified Party”) shall give notice asserts that a party obligated to the party required to provide indemnification indemnify it under this Section 12.3 (the an “Indemnifying Party”) promptly after has become obligated to such Indemnified Party has actual knowledge pursuant to Section 12.2, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party may become obligated to assume the defense of any an Indemnified Party hereunder, such claim or any litigation resulting therefrom; provided, that counsel for Indemnified Party shall give written notice to the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expense; provided, however, that the failure of the Indemnified Party to give prompt notice to the Indemnifying Party shall pay not release the Indemnifying Party of its indemnification obligations hereunder, except to the extent the Indemnifying Party shall have been materially prejudiced by such expense if failure. The Indemnifying Party agrees to defend, contest or otherwise protect the Indemnified Party against any such suit, action, investigation, claim or proceeding at its sole cost and expense subject to the provisions of this Section 12.3. The Indemnifying Party shall believe reasonably have the sole power to direct and in good faith that representation control the defense of any such suit, action, investigation, claim or proceeding. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the counsel retained by Indemnified Party’s choice; provided that the Indemnifying Party would shall be inappropriate due responsible for the fees and expenses of one separate co-counsel for all Indemnified Parties to actual or potential differing interests between the extent the Indemnified Party and any other party represented is advised, in writing by such its counsel, that either (x) the counsel in such proceeding. No the Indemnifying Party has selected has a conflict of interest with respect to the matter asserted which has not been waived by the relevant parties, or (y) there are legal defenses available to the Indemnified Party that are materially different from or additional to those available to the Indemnifying Party, . The parties shall cooperate in the defense of any third party claim and shall furnish such claim or litigation shallrecords, except information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with the consent provisions 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 this Section 12.3. Any activities undertaken by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent pursuant to entry of any judgment or settle such claim or litigation without the prior written consent sentence will be at the sole expense of the Indemnifying Party. In the event of a failure of the Indemnified Party to provide cooperation as required under this Section 12.3, the Indemnifying Party’s obligation to indemnify the Indemnified Party shall be reduced to the extent of the Losses with respect to which the Indemnifying Party’s ability to defend against the action, investigation, claim or proceeding underlying such indemnification obligation has been prejudiced by such failure. The Indemnifying Party shall not compromise or settle any such suit, action, investigation, claim or proceeding without the consent of the Indemnified Party unless (z) such compromise or settlement is on exclusively monetary terms and shall be paid entirely by the Indemnifying Party (subject to the provisions of Section 12.2(a) and (ii) and 12.2(b)(iv) and 12.2(c), which shall be controlling) and the Indemnified Party receives an unconditional release in such compromise or settlement or (xx) the Indemnified Party shall have consented in writing to the terms of such compromise or settlement, which consent will shall not be unreasonably withheld withheld; provided, however, that if the Indemnified Party fails to consent thereto, the Indemnifying Party’s liability with respect to such matter shall not exceed the proposed settlement amount. If the Indemnifying Party fails timely to defend, contest or delayedotherwise protect against such suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Indemnified Party shall be entitled to recover the entire cost thereof from the Indemnifying Party subject to the provisions of this Sections 12.2(a), 12.2(b)(iii), (iv) and (vi) and 12.2(c), which shall be controlling, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding.

Procedures for Indemnification. Each With respect to any third-party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) claims, each party shall give the other party prompt written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any third-party claim as to which indemnity may be sought, and cooperate with the indemnifying party at the indemnifying party’s expense. The indemnifying party shall permit have the Indemnifying Party right to assume the defense (at the indemnifying party’s own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) days of the first receipt of such notice. A party given notice of a claim for which the other party expects to be defended and indemnified shall have thirty (30) days in which to either assume control of the defense or any litigation resulting therefromprovide a reasonable explanation of why such party is not obligated to defend the claim pursuant to this Agreement; providedthe party seeking indemnification in such instance may begin to defend the claim on its own, subject to reimbursement of all such expenses by the other party upon the other party’s admission that counsel such claim is that party’s responsibility, or upon the determination by a judge or arbiter (in accordance with the dispute resolution provisions below) that the party was responsible for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 Agreementclaim. The Indemnified Party may party seeking indemnification shall have the right to participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shallthereof and to employ counsel, except with at its own expense, separate from 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 counsel employed by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigationindemnifying party. The indemnifying party shall not, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Partyindemnified party, which consent will agree to the settlement, compromise or discharge of such third-party claim if such settlement, compromise or discharge would require that the indemnified party: (a) enter into any license agreement, cross-license agreement, settlement, covenant-not-to-sue or similar arrangement with the indemnifying party or any third party; (b) admit to infringement, misappropriation or misuse of any third party’s intellectual property; or (c) otherwise undertake or agree not be unreasonably withheld to undertake any activity or delayed.business of the indemnified party. FLEX CONFIDENTIAL

Procedures for Indemnification. Each As used herein, an “Indemnified Party” means a party seeking indemnification pursuant to ARTICLE 11, and the term “Indemnifying Party” means the party who is obligated to provide indemnification under ARTICLE 11. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any event, or any claim, action, suit, demand, assessment, investigation, arbitration or other proceeding by or in respect of a third party (a “Third-Party Claim”) of which it has knowledge, for which such Indemnifying Party is entitled to indemnification under Subsection (a) or (b) (this ARTICLE 11. In the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified case of a Third-Party has actual knowledge of any claim as to which indemnity may be soughtClaim, and shall permit the Indemnifying Party will have the right to assume direct, through counsel of its own choosing, the defense or settlement of any such claim or any litigation resulting therefrom; provided, that counsel for Third-Party Claim at its own expense. In such case the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at defense, but in such party’s expense; provided, however, that case the expenses of the Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party shall pay with access to the Indemnified Party’s records and personnel relating to any such expense if Third-Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or settlement of such Third-Party Claim, and the Indemnifying Party will reimburse the Indemnified Party shall believe reasonably for all its reasonable out-of-pocket costs and expenses incurred in good faith that representation providing such access, personnel and cooperation. Upon assumption of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in 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 any claim or litigation shalldemand arising from such Third-Party Claim, except with 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 each the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof Party is entered against the giving Indemnified Party for such liability. No such Third-Party Claim may be settled by the claimant or plaintiff to such Indemnified Indemnifying Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Indemnified Party, which consent will not be unreasonably withheld withheld. If the Indemnifying Party fails to defend or delayedfails 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 such Third-Party Claim pursuant to this ARTICLE 11 and proposes to settle such Third-Party Claim prior to a final judgment thereon or to forgo appeal with respect thereto, then the 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 Third-Party Claim.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or An Indemnified Party shall (bi) (the “Indemnified Party”) shall give prompt written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as with respect to which indemnity may be soughtit seeks indemnification (provided that any delay or failure to so notify Indemnifying Party shall relieve Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is actually prejudiced by reason of such delay or failure) and shall (ii) permit the Indemnifying Party to assume the defense of any such claim with counsel reasonably satisfactory to the Indemnified Party; provided that any Indemnified Party shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) Indemnifying Party has agreed in writing to pay such fees or any litigation resulting therefrom; providedexpenses, that counsel for the (B) Indemnifying Party, who Party shall conduct have failed to assume the defense of such claim or any litigation resulting therefromwithin a reasonable time after receipt of notice of such claim from such Indemnified Party and employ counsel reasonably satisfactory to such Indemnified Party, shall be approved by (C) the Indemnified Party has reasonably concluded (whose approval based upon advice of its counsel) that there may be legal defenses available to it or other Indemnified Parties that are different from or in addition to those available to Indemnifying Party, (D) in the reasonable judgment of any such Indemnified Party (based upon advice of its counsel), a conflict of interest may exist between such Indemnified Party and Indemnifying Party with respect to such claims (in which case, if such Indemnified Party notifies Indemnifying Party in writing that such Indemnified Party elects to employ separate counsel at the expense of Indemnifying Party, Indemnifying Party shall not be unreasonably withheld have the right to assume the defense of such claim on behalf of such Person), in which case of such clauses (A) through (D), Indemnifying Party will pay the reasonable fees, disbursements or delayed); and, provided further, that the failure other charges of any Indemnified Party to give notice as provided herein shall not relieve such additional counsel or counsels. If the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; providedassumes the defense, however, that the Indemnifying Party shall pay not have the right to settle such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with action without the consent of each the Indemnified Party, . The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a an unconditional release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of such Indemnified Party. If such defense is not assumed by the Indemnifying Party, which consent the Indemnifying Party will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld withheld, conditioned or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of If any claim as to is asserted or any action or proceeding is brought in respect of which indemnity may be sought, and shall permit the Indemnified Party will promptly notify the Indemnifying Party to assume the defense in writing of any such asserted claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense institution of such claim action or any litigation resulting therefromproceeding; PROVIDED, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided furtherHOWEVER, that the Indemnified Party's failure of any Indemnified to so notify the Indemnifying Party to give notice as provided herein shall will not relieve the Indemnifying Party from any liability it might otherwise have on account of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; providedindemnity, however, except to the extent that the Indemnifying Party has been materially prejudiced by such failure to notify. The Indemnifying Party shall pay undertake full responsibility for the defense of any Third-Party Claim which, if successful, would result in an obligation of indemnity under this Section 7. The Indemnifying Party may contest or settle any such expense if claim on such terms as the Indemnifying Party may choose, PROVIDED that the Indemnifying Party will not have the right, without the Indemnified Party shall believe reasonably and in good faith that representation Party's prior written consent, to settle any such claim if such settlement (i) arises from or is part of such any criminal action, suit or proceeding, (ii) contains a stipulation to, confession of judgement with respect to, or admission or acknowledgement of, any liability or wrongdoing on the part of the Indemnified Party Party, (iii) relates to any Tax matters, (iv) provides for injunctive relief, or other relief or finding other than money damages, which is binding on the Indemnified Party, or (v) does not contain an unconditional release of the Indemnified Party. Such defense will be conducted by the counsel reputable attorneys retained by the Indemnifying Party would at the Indemnifying Party's cost and expense, but the Indemnified Party will have the right to participate in such proceedings and to be inappropriate due to actual or potential differing separately represented by attorneys of its own choosing. The Indemnified Party will be responsible for the costs of such separate representation unless the Indemnified Party will have reasonably concluded that the interests between of the Indemnified Party and any other party represented by such counsel the Indemnifying Party in the action conflict in such proceeding. No Indemnifying a manner and to such an extent as to make advisable, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnified Party, in which case the defense of any such claim or litigation shall, except with Indemnifying Party will pay for one (but not more than one) separate counsel chosen by 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. 14.6.1 Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) Party shall promptly give notice hereunder to the party required to provide indemnification (the “Indemnifying Party”) promptly indemnifying Party after such Indemnified Party has actual knowledge becoming aware of any claim as to which indemnity recovery may be soughtsought against the indemnifying Party because of the indemnity in this Article XIV, and and, if such indemnity shall arise from the claim of a third party, shall permit the Indemnifying indemnifying Party to assume the defense of any such claim or and any litigation or other proceeding resulting therefromfrom such claim; providedPROVIDED, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Partymay, in any event, at its own expense, monitor and participate in, but not control, the defense of any such claim or litigation shalllitigation. Notwithstanding the foregoing, except with the consent right to indemnification EXECUTION COPY hereunder shall not be affected by any failure of each an Indemnified PartyParty to give such notice (or by delay by an Indemnified Party in giving such notice) unless, consent and then only to entry the extent that, the rights and remedies of any judgment the indemnifying Party shall have been prejudiced as a result of the failure to give, or enter into any settlement which does not include as an unconditional term thereof delay in giving, such notice. The notice required hereunder shall specify the giving basis for the claim for indemnification to the extent ascertainable at the time of the notice. Failure by the claimant or plaintiff indemnifying Party to such notify an Indemnified Party of its election to defend any such claim or action by a release third party within thirty (30) days after notice thereof shall have been given to the indemnifying Party shall be deemed a waiver by the indemnifying Party of its right to defend such claim or action. Nothing herein shall be deemed to prevent an Indemnified Party from all liability in respect 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 or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayedextent then ascertainable.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) A Party seeking indemnification pursuant to Section 7.2 or (b) Section 7.3 (the “Indemnified Party”) shall give provide prompt written notice to the party Party required to provide indemnification under Section 7.2 or Section 7.3 (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtevent, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel proceeding carried out by a third party (“Third Party Claim”) for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by which the Indemnified Party (whose approval shall not be unreasonably withheld 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 delayed); and, provided further, that the failure settlement of any Indemnified Third Party to give notice as provided herein shall not relieve the Indemnifying Party of Claim at its obligations under this Agreementown 23 expense. The Indemnified Party may participate in such defense at such party’s its own expense; provided, however, that . The Indemnified Party will promptly provide the Indemnifying Party shall pay such expense if 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 a Third Party Claim. The Indemnifying Party will reimburse the Indemnified Party shall believe reasonably and in good faith that representation for all of such its reasonable out of pocket costs related to a Third Party Claim. (b) The Indemnified Party will not pay, or permit to be paid, any part of any Loss arising from a Third Party Claim, unless the 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 counsel retained Indemnified Party is entered against the Indemnified Party for such Loss. No Third Party Claim may be settled by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying 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 prompt written notice and the Indemnifying Party will have the right to participate in the settlement or assume or reassume the defense of such Third Party Claim at the sole cost and expense of the Indemnifying Party. Section 6.6

Procedures for Indemnification. Each If a party entitled to indemnification under Subsection pursuant to this Article VII (a) or (b) (the “an "Indemnified Party”") becomes aware of any liability, loss, damage, claim, cost or expense with respect to which a claim for indemnification may be asserted pursuant to this Article VII, or if any claim is made by a third Person or any suit, action, investigation, claim or proceeding (a "Proceeding") commenced for which the Indemnified Party shall give notice to seek indemnity from the party required to provide indemnification (the “Indemnifying Party”) promptly after such , the Indemnified Party has actual knowledge shall, with reasonable promptness, give to such Indemnifying Party written notice of any claim as to which indemnity may be sought, such Proceeding and shall permit request the Indemnifying Party to assume defend the defense of any such claim or any litigation resulting therefrom; providedsame, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expense; provided, however, that the failure of an Indemnified Party to deliver such written notice with reasonable promptness shall not be deemed to bar or otherwise limit the rights of the Indemnified Party hereunder unless such failure materially prejudices the rights or defenses of the Indemnifying Party. The Indemnifying Party agrees to defend such claim, action or 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 such defense (subject to the right of the Indemnifying Party to control such defense), but shall not be entitled in any way to release, waive, settle, modify or pay such expense claim, action or proceeding without the written consent of the Indemnifying Party, if the Indemnifying Party 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 fails to timely defend, contest or otherwise protect against such Proceeding, the Indemnified Party shall believe reasonably and in good faith that representation of have the full right to defend against such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual claim, action or potential differing interests between the Indemnified Party and any other party represented by such counsel proceeding in such proceeding. No Indemnifying Partymanner as it may deem appropriate, in including, without limitation, the defense of right to make any such claim compromise or litigation shall, except with settlement thereof (subject to 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will shall not be unreasonably withheld 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 Proceeding, and the Indemnifying Party shall be bound by any determination made in such Proceeding or delayed(subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld) any compromise or settlement effected by the Indemnified Party. In the event the Indemnifying Party shall assume the defense, no compromise or settlement of such 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 its judgment, such compromise or settlement would have an adverse impact on the future operations of the Indemnified Party or Company).

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) of this Section 9 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providedPROVIDED, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided furtherPROVIDED, 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 defense at such party’s 's expense; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to ------------------------------ indemnification under Subsection (a) or (b) (the “"Indemnified Party”") shall give ----------------- notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense -------- of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided 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 defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay -------- ------- such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each In the event that a party entitled to (the "Indemnified Party") is seeking indemnification under Subsection (a) Sections 6.1 or (b) 6.2, the Indemnified Party shall inform the other party (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly of a claim as soon as reasonably practicable after such the Indemnified Party has actual knowledge receives notice of any claim as to which indemnity may be soughtthe claim, and shall permit the Indemnifying Party to assume direction and control of the defense of the claim, and shall cooperate as requested by the Indemnifying Party (at the expense of the Indemnifying Party) in the defense of the claim; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that a conflict may arise between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of any such claim action or any litigation resulting therefrom; provided, that counsel for there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, who the Indemnified Party shall conduct have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action or on behalf of the Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or claim whatsoever, in respect of which indemnification could be sought under Sections 6.1 or any litigation resulting therefrom, shall be approved by 6.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such settlement, compromise or consent (whose approval i) includes an unconditional release of the Indemnified Party in form and substance reasonably satisfactory to the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed); and, provided further, that the failure . {***}Confidential portions 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably exhibit have been redacted and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except filed separately with the consent of each Indemnified Party, consent Commission pursuant to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability confidential treatment request in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent accordance with Rule 24b-2 of the Indemnifying PartySecurities Exchange Act of 1934, which consent will not be unreasonably withheld or delayed.as amended. 10 ELITE and Precision Dose Manufacturing and Supply Agreement Execution Version

Procedures for Indemnification. Each party entitled If an Indemnified Party intends to seek indemnification under Subsection (a) or (b) (the “pursuant to this Article IV, such Indemnified Party”) Party shall give promptly provide written notice to the party required to provide from whom indemnification is being sought (the “Indemnifying Party”) promptly after ), in writing in accordance with Section 7.1 of such Indemnified Party has actual knowledge claim describing such claim in reasonable detail including the sections of any claim as to this Agreement which indemnity form the basis for such claim, copies of all material written evidence thereof and the estimated amount of the Indemnifiable Losses that have been or may be sought, and shall permit sustained by the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromIndemnified Party; provided, that counsel for the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless it is actually materially prejudiced thereby. In particular, in case of any investigation or audit for which indemnification of an Indemnified Party under this Article IV is reasonably likely, such Indemnified Party shall inform the Indemnifying Party at the commencement of such investigation or audit, to the extent practical, so that the Indemnifying Party may participate therein. In the event that such claim involves a claim by a third party against the Indemnified Party, who the Indemnifying Party shall have 20 days after receipt of such notice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party shall cooperate with the Indemnifying Party in connection with the settlement or defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expenseclaim; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it; provided, further, that the fees and expenses of such counsel shall be borne by the Indemnified Party; provided, further, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party shall pay such expense if Party, then the Indemnified Party shall believe reasonably and be entitled to retain one law firm at the Indemnifying Party’s expense. Notwithstanding anything in good faith that representation of such Indemnified Party by this Section 4.4 to the counsel retained by contrary, the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Partymay, in the defense of any such claim or litigation shall, except with without the consent of each the Indemnified Party, settle or compromise any action or consent to the entry of any judgment or enter into any settlement which does not include is solely for money damages, which includes as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Indemnified Party of a duly executed written release of the Indemnified Party from all liability in respect of such claim or litigationaction, which release shall be reasonably satisfactory in form and substance to counsel for the Indemnified Party, and no which does not involve an admission of guilt or liability. So long as the Indemnifying Party has agreed to undertake, conduct and control the settlement or defense of any such claim and is contesting any such claim in good faith, the Indemnified Party shall consent to entry of any judgment not pay or settle any such claim or litigation without the prior written consent of the Indemnifying Party, which consent will shall not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) this Section 3 (the “Indemnified Party”) ), shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefromlitigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be unreasonably withheld or delayedwithheld); and, provided further, that and 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 defense at such party’s expense; provided, however, that defense. A failure to give notice in accordance with this Section 3(c) shall in no case prejudice the rights of the Indemnified Party under this Agreement unless the Indemnifying Party shall pay be materially prejudiced by such expense if failure and then only to the Indemnified Party shall believe reasonably and in good faith that representation extent of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedingprejudice. No Indemnifying Party, in the defense of any such claim or litigation litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of to such claim or litigation, and no . If any such Indemnified Party shall consent have been advised by counsel chosen by it that there may be one or more legal defenses available to entry of any judgment such Indemnified Party that are different from or settle such claim or litigation without the prior written consent of additional to those available to the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses of any counsel retained by the Indemnified Party, it being understood that the Indemnifying Party shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such Indemnified Party or controlling person, which consent will not firm shall be unreasonably withheld or delayeddesignated in writing by the Indemnified Party to the Indemnifying Party.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) Promptly following receipt by a Buyer Indemnified Party or a Seller Indemnified Party, as the case may be (b) (the each, an “Indemnified Party”), of notice by a third party (including any Governmental Entity) of any complaint, dispute or claim or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to indemnification pursuant hereto, such Indemnified Party shall give provide written notice thereof to the party required obligated to provide indemnification indemnify under this Agreement (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expense; provided, however, that the failure to so notify the Indemnifying Party shall pay relieve the Indemnifying Party from liability hereunder with respect to such expense if claim only if, and only to the Indemnified extent that, such failure to so notify the Indemnifying Party shall believe reasonably and results in good faith that representation of such Indemnified Party by the counsel retained forfeiture by the Indemnifying Party would be inappropriate due of rights and defenses otherwise available to actual the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter assuming full responsibility for any Buyer Claims or potential differing interests between Seller Claims (as the case may be) resulting from such audit, investigation, action or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of reasonable and documented fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then any other party represented by such Buyer Claims or Seller Claims (as the case may be), shall include the reasonable fees and disbursements of counsel in such proceedingfor the Indemnified Party as incurred. No In any audit, investigation, action or proceeding for which indemnification is being sought hereunder the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at such party’s own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayedmatter.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) this Article 4 (the “"Indemnified Party”) "), shall give written notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefromlitigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be unreasonably withheld or delayedwithheld); and, provided further, that and the failure Indemnified Party may participate in such defense. Failure of any the 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 Article 4 only to the extent that the failure or delay in such defense at such party’s expense; provided, however, that giving notice has a material adverse impact on the ability of the Indemnifying Party shall pay to defend against such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedingclaim. No Indemnifying Party, in the defense of any such claim or litigation litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of to such claim or litigation, and no . If any such Indemnified Party shall consent have been advised by counsel chosen by it that there may be one or more legal defenses available to entry of any judgment such Indemnified Party that are different from or settle such claim or litigation without the prior written consent of additional to those available to the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses of any counsel retained by the Indemnified Party, it being understood that the Indemnifying Party shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such Indemnified Party or controlling person, which consent will not firm shall be unreasonably withheld or delayeddesignated in writing by the Indemnified Party to the Indemnifying Party.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided 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 AgreementAgreement except to the extent the Indemnifying Party is prejudiced thereby. The Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense the reasonable fees and expenses of not more than one counsel selected by the Indemnified Parties and reasonably acceptable to the Indemnifying Party, if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each The indemnified party entitled to indemnification under Subsection (a) or (b) (shall notify the “Indemnified Party”) shall give notice to the indemnifying party required to provide indemnification (the “Indemnifying Party”) in writing promptly after such Indemnified Party has actual knowledge the indemnified party receives notice of any claim as to or litigation for which the indemnified party may seek indemnity may be sought, and from the indemnifying party under this Section 4.4. The indemnified party shall permit the Indemnifying Party indemnifying party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel litigation. Counsel for the Indemnifying Party, who indemnifying party shall conduct the defense of such claim or any litigation resulting therefrom, and shall be approved by the Indemnified Party indemnified party, who shall not unreasonably withhold or delay its approval. The indemnified party may participate in such defense at the indemnified party’s own expense. The indemnified party’s failure to give notice as required by this Section 4.4(c) shall not relieve the indemnifying party of its obligation to indemnify the indemnified party under this Section, except to the extent that such failure impairs the indemnifying party’s ability to defend against such claim or litigation. If the indemnifying party does not assume the defense of such claim or litigation within 60 days after the indemnifying party receives written notice of such claim or litigation from the indemnified party, the indemnified party may retain its own counsel to conduct the defense of any such claim or litigation. If the indemnified party retains its own counsel as a result of such failure, the indemnifying party shall reimburse the indemnified party for expenses incurred by the indemnified party in the defense of such claim or litigation. The indemnifying party shall not be liable for amounts paid in settlement of any such claim or litigation unless the indemnifying party consents in writing to such settlement (whose approval which consent shall not be unreasonably withheld or delayed); 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 defense at such indemnifying party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shalllitigation, shall not, except with the consent of each Indemnified Partythe indemnified party, consent to entry of any judgment judgment, or enter into any settlement which settlement, that does not include as an unconditional term thereof unconditionally release the giving by the claimant or plaintiff to such Indemnified Party of a release indemnified party from all liability in and costs with respect of to such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each A party entitled to indemnification under Subsection (a) be indemnified pursuant to Section 7.2 or (b) 7.3 (the “Indemnified Party”) shall give notice to promptly notify, in accordance with Section 8.1, the party required to provide liable for such indemnification (the “Indemnifying Party”) promptly after such ), in writing, of any claim or demand with reasonable specificity, under which the Indemnified Party has actual knowledge determined has given or is reasonably likely to give rise to a right of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense indemnification under this Agreement within 45 days of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expensedetermination; provided, however, that a failure to provide such notice shall not relieve any Indemnifying Party of its obligations hereunder except to the extent that it has been materially prejudiced by such failure. If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 7.5, and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party that the Indemnifying Party acknowledges is a claim or demand for which it must indemnify or hold harmless the Indemnified Party under Section 7.2 or 7.3, the Indemnifying Party shall pay have the right to employ counsel of its choice, and reasonably acceptable to the Indemnified Party, to defend any such expense if claim or demand asserted against the Indemnified Party. The Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by have the counsel retained by the Indemnifying Party would be inappropriate due right to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, participate in the defense of any such claim or litigation shalldemand at its own expense. The Indemnifying Party shall notify the Indemnified Party in writing, except with as promptly as possible (but in any case before the consent due date for the answer or response to a claim, as such due date may be modified or extended) after the date of each the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 7.5, of its election to defend in good faith any such third party claim or demand. So long as the Indemnifying Party is defending in good faith any such claim or demand asserted by a third party against the Indemnified Party, consent the Indemnified Party shall not settle or compromise such claim or demand. The Indemnified Party shall make available to entry the Indemnifying Party or its agents, at the Indemnifying Party’s cost, all records and other material in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim or demand. Neither the Indemnifying Party nor the Indemnified Party shall settle or compromise any such claim or demand unless the Indemnifying Party or the Indemnified Party, as the case may be, is given a full and complete release of any judgment and all liability by all relevant parties relating thereto. If notice is given to an Indemnifying Party of the commencement of any action and it does not, within 15 days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party shall be bound by any determination made in such action or enter into any compromise or settlement which does not include as an unconditional term thereof the giving effected by the claimant Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that an action may adversely affect it or plaintiff to its Affiliates other than a result of monetary damages, such Indemnified Party of a release from all liability in respect of such claim or litigationmay, and no Indemnified Party shall consent by notice to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnifying Party shall not be bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which consent will shall not be unreasonably withheld withheld, conditioned or delayed).

Procedures for Indemnification. Each If a Seller's Event of Breach or a Buyer's Event of Breach (a "Party's Event of Breach") occurs or is alleged and a Buyer or a Seller Indemnitee (a "Party Indemnitee") asserts that the other party entitled has become obligated to indemnification under Subsection (a) it pursuant to Section 12.1 or (b) (12.2, or if any Claim is begun, made or instituted as a result of which the “Indemnified Party”) other party may become obligated to a Party Indemnitee hereunder, such Party Indemnitee shall give prompt notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified other party. The Party has actual knowledge of any claim as to which indemnity may be sought, and Indemnitee shall permit the Indemnifying Party other party (at its expense) to assume the defense of any such claim or any litigation resulting therefromClaim; provided, however, that (a) the counsel for the Indemnifying Party, other party who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved reasonably satisfactory to the Party Indemnitee, (b) the Party Indemnitee may participate in such defense at its expense, and (c) the omission by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party Indemnitee to give notice as provided herein shall not relieve the Indemnifying Party other party of its obligations under this Agreement. The Indemnified Party may participate indemnification obligation except to the extent that such omission results in such defense at such party’s expense; provided, however, that a failure of actual notice to the Indemnifying Party shall pay such expense if other party and the Indemnified Party shall believe reasonably and in good faith that representation other party is materially damaged as a result of such Indemnified failure to give notice. Except with the prior written consent of the Party by Indemnitee, the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Partyshall not, in the defense of any such claim or litigation shall, except with the consent of each Indemnified PartyClaim, consent to entry of any judgment judgment, make any admission of liability or enter into any settlement which that provides for injunctive or other nonmonetary relief affecting the Party Indemnitee or that does not include as an unconditional term thereof the giving by the each claimant or plaintiff to such Indemnified Party Indemnitee of a release from all liability with respect to such Claim or litigation. In the event that the Party Indemnitee shall in good faith determine that the conduct of the defense of any Claim subject to indemnification hereunder or any proposed settlement of any such Claim by the other party might be expected to affect adversely the ability of the Party Indemnitee to conduct the Business, or that the Party Indemnitee may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the other party in respect of such claim Claim relating thereto, the Party Indemnitee shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigationlitigation relating to any such Claim at the sole cost of the other party (including without limitation reasonable attorneys' fees and disbursements and other amounts paid as the result of such Claim); provided, however, that if the Party Indemnitee does so take over and no Indemnified assume control, the Party Indemnitee shall consent to entry of any judgment or not settle such claim or litigation Claim without the prior written consent of the Indemnifying Partyother party, which such consent will not to be unreasonably withheld withheld. In the event that the other party does not accept and continue the defense of any matter as provided above, the Party Indemnitee shall have the full right to defend against any such Claim and shall be entitled to settle or delayedagree to pay in full such Claim.

Procedures for Indemnification. Each In case any action, proceeding or claim is brought against an indemnified party in respect of which indemnification is sought hereunder, Licensor shall be entitled to indemnification under Subsection (a) or (b) (participate and, unless in the “Indemnified Party”) shall give notice reasonable judgment of legal counsel to the indemnified party required a conflict of interest between it and Licensor may exist with respect of such action, proceeding or claim, to provide indemnification assume the defense thereof with counsel reasonably satisfactory to the indemnified party. In the event that Licensor fails, within thirty (the “Indemnifying Party”30) promptly after such Indemnified Party has actual knowledge days of receipt of any indemnification notice, to notify, in writing, such person of Licensor’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 indemnified party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until Licensor elects in writing to which indemnity may be sought, assume and shall permit the Indemnifying Party to does so assume the defense of any such claims, proceeding or action, the indemnified party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The indemnified party shall cooperate fully with Licensor in connection with any litigation resulting therefrom; providednegotiation or defense of any such action, that counsel for claim or proceeding by Licensor and shall furnish to Licensor all information reasonably available to the Indemnifying Partyindemnified party which relates to such action, who claim or proceeding. Licensor shall conduct keep the indemnified party fully apprised at all times as to the status of the defense of such claim or any litigation resulting therefromsettlement negotiations with respect thereto. If Licensor elects to defend any such action or claim, then the indemnified party shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party entitled 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 defense using counsel of its choice at such its sole cost and expense. Licensor shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Section 7 to the contrary, Licensor shall not, without the indemnified party’s expense; providedprior written consent, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual settle or potential differing interests between the Indemnified Party and compromise any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment in respect thereof which imposes any future obligation on the indemnified party or enter into any settlement which does not include include, as an unconditional term thereof thereof, the giving by the claimant or the plaintiff to such Indemnified Party the indemnified party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayedclaim.

Procedures for Indemnification. Each Promptly after receipt by an indemnified party under this Section 6 of notice of any claim, the commencement of any action, or the discovery of any facts or circumstances which could reasonably result in, if not attended to, a claim or commencement of any action, the indemnified party shall, if a claim in respect thereof is to be or may be made against the indemnifying party under this Section 6, 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. If any such claim shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to indemnification under Subsection (a) participate jointly with the indemnified party in the indemnified party's defense, settlement or (b) (the “Indemnified Party”) shall give notice other disposition of any such claim. With respect to any such claim relating solely to the payment of money damages 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 required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of in any claim manner, and as to which indemnity may be soughtthe indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, and the indemnifying party shall permit have the Indemnifying Party sole right to assume the defense of any such claim defend, settle or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense otherwise dispose of such claim or any litigation resulting therefromclaim, on such terms as the indemnifying party, in its sole discretion, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expensedeem appropriate; provided, however, that the Indemnifying Party indemnifying party shall pay 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 expense claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be adversely affected in any manner; and provided, further, that if the Indemnified Party indemnified party has elected to be represented by separate counsel pursuant to the proviso to the following sentence, such settlement or compromise shall believe reasonably and in good faith that representation be effected only with the consent of the indemnified party, which consent shall not be unreasonably withheld. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Indemnified Party claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the indemnified party shall have the right to employ counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Partyrepresent it if, in the indemnified party's reasonable judgment, it is advisable for the indemnified party to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the indemnifying party. The parties each agree to render to the other parties such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such claim or litigation shallproceeding. Notwithstanding the preceding, except with (i) Buyer shall not make a claim for indemnity against Seller or Stockholder under Section 6.1(ii) unless and until 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect aggregate amount of such claims exceeds $50,000, whereupon Buyer may claim indemnification for the amounts of such claims or litigationany portion thereof exceeding $25,000 and (ii) Seller or Stockholder shall not make a claim for indemnity against Buyer under Section 6.2(i) unless and until the aggregate amount of such claims exceeds $50,000, and no Indemnified Party shall consent to entry whereupon Seller or Stockholder may claim indemnification for the amounts of such claims or any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayedportion thereof exceeding $25,000.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) Any Person making a claim for indemnification under Section 9.2 or Section 9.3 (b) (the an “Indemnified Party”) shall give notice to notify the party required to provide against whom indemnification is sought (the an “Indemnifying Party”) of the claim in writing (such written notice, an “Indemnification Notice”) promptly after such becoming aware of any action, lawsuit, proceeding, investigation, demand or other actual or potential indemnifiable claim against the Indemnified Party has actual knowledge by a third party (a “Third Party Claim”). 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 any computation of the amount of such claim (to the extent then known) and such other information with respect thereto as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrommay reasonably request; provided, that counsel for the Indemnifying Partythat, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified to so notify an Indemnifying Party to give notice as provided herein promptly shall not relieve the Indemnifying Party of its obligations under this Agreementhereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The Any Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim at such Indemnifying Party’s expense, and at its option shall be entitled to assume the defense thereof, upon written notice delivered to the Indemnified Party may within twenty (20) days after receipt of an Indemnification Notice assuming responsibility, solely from and to the extent of the Indemnity Escrow Account, for Losses resulting from such Third Party Claim, by appointing a reputable counsel 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). Notwithstanding the foregoing, an Indemnifying Party will not be entitled to assume the defense at of any Third Party Claim if (i) such party’s expenseclaim could result in criminal liability of, or equitable remedies against, the Indemnified Party; provided(ii) such claim does not solely seek and continue to solely seek monetary damages; (iii) such claim involves a customer, supplier or employee of the Indemnified Party; (iv) the Indemnified Party is a Purchaser Indemnified Party and the Purchaser reasonably believes potential Losses related thereto would likely exceed the amount remaining in the Indemnity Escrow Fund; or (v) the Indemnified Party reasonably believes that the interests of the Indemnifying Party and the Indemnified Party with respect to such claim are in conflict with one another, and as a result, the Indemnifying Party could not adequately represent the interests of the Indemnified Party in such claim. In the event, however, that the Indemnifying Party declines or fails to assume, or is not permitted to assume, the defense of the Third Party Claim on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such twenty (20) day period, or if the Indemnifying Party is not entitled to assume the defense of the audit, investigation, action or proceeding in accordance with the preceding sentence, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such expense if counsel for the Indemnified Party as incurred to the extent required by this Article IX. The Indemnifying Party or the Indemnified Party (as the case may be) shall believe at all times use commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due with each other with respect to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim matter; provided, however, that no party will be required to provide cooperation or litigation shallfurnish any records or other information that would (1) jeopardize the attorney client, except with work product or similar privilege of the consent Person in possession or control of each such records or other information or (2) contravene any confidentiality agreement, nondisclosure agreement or similar obligation of the Person in possession or control of such records or other information. The Indemnified PartyParty will not pay, consent or permit to entry be paid, any part of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Third Party Claim, unless the claimant or plaintiff Indemnifying Party consents in writing to such Indemnified Party of a release from all liability in respect of such claim payment (which consent shall not be unreasonably withheld, conditioned or litigationdelayed). Notwithstanding anything to the contrary herein, and no Indemnified the Indemnifying Party shall consent to entry of not compromise or settle, or admit any judgment or settle such claim or litigation Liability with respect to, any Third Party Claim without the prior written consent of the Indemnifying Party, Indemnified Party (which consent will shall not be unreasonably withheld withheld, conditioned or delayed), unless the relief (i) consists solely of money damages that will be satisfied by the Indemnifying Party from the Indemnity Escrow Account, (ii) includes a provision whereby the plaintiff or claimant in the matter unconditionally releases the Indemnified Party and its officers, directors, managers, employees and Affiliates from all Liability with respect to the issues so settled, and (iii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSection 2.10(a) or (bSection 2.10(b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, 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 AgreementAgreement unless the Indemnifying Party is materially prejudiced thereby. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (aSection 2.10(a) or (bSection 2.10(b) of this Agreement (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, and provided further, 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 AgreementAgreement unless the Indemnifying Party is materially prejudiced thereby. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense expenses if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each As used herein, an “Indemnified Party” means a party seeking indemnification pursuant to Section 9.02 or Section 9.03, and the term “Indemnifying Party” means the party who is obligated to provide indemnification under Section 9.02 or Section 9.03. The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any event, or any claim, action, suit, demand, assessment, investigation, arbitration or other proceeding by or in respect of a third party (a “Third-Party Claim”) of which it has knowledge, for which such Indemnifying Party is entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give notice this ARTICLE IX; provided, that failure to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit so notify the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve discharge the Indemnifying Party of its liabilities and obligations under this Agreementhereunder only if and to the extent that the Indemnifying Party is prejudiced thereby. The In the case of a Third-Party Claim, the Indemnifying Party will have the right to direct, through counsel of its own choosing, the defense or settlement of any such Third-Party Claim at its own expense. In such case the Indemnified Party may participate in such defense at defense, but in such party’s expense; provided, however, that case the expenses of the Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party shall pay with access to the Indemnified Party’s records and personnel relating to any such expense if Third-Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or settlement of such Third-Party Claim, and the Indemnifying Party will reimburse the Indemnified Party shall believe reasonably for all its reasonable out-of-pocket costs and expenses incurred in good faith that representation providing such access, personnel and cooperation. Upon assumption of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in 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 any claim or litigation shalldemand arising from such Third-Party Claim, except with 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 each the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof Party is entered against the giving Indemnified Party for such liability. No such Third-Party Claim may be settled by the claimant or plaintiff to such Indemnified Indemnifying Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Indemnified Party, which consent will not be unreasonably withheld withheld. If the Indemnifying Party fails to defend or delayedfails 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 such Third-Party Claim pursuant to this Section 9.04 and proposes to settle such Third-Party Claim prior to a final judgment thereon or to forgo appeal with respect thereto, then the 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 Third-Party Claim.

Procedures for Indemnification. Each party a. If any claim, suit or other legal proceeding shall be commenced, or any claim, suit or other legal proceeding be asserted, against either Party hereto or any other Person entitled to indemnification under Subsection (a) hereunder, and such Party or (b) other Person (the “"Indemnified Party”") proposes to demand or seek indemnification pursuant to this ARTICLE 12, the Indemnified Party shall as soon as practicable (and in any event within ten (10) business days from the time that it receives written notice of such claim, suit or other legal proceeding) notify in writing the Party against whom indemnification is sought (the "Indemnifying Party") to such effect, and the Indemnifying Party shall have the right to assume, at its full cost and expense, the control of the legal proceeding (including the selection of counsel); provided, however, that failure to give such notice shall not affect the indemnification provided hereunder except to the party required to provide indemnification (extent that the “Indemnifying Party”) promptly after Party shall have been actually and materially prejudiced as a result of such failure. If the Indemnifying Party assumes the defense, the Indemnified Party has actual knowledge of any claim as shall deliver to which indemnity may be soughtthe Indemnifying Party promptly, and in any event within five (5) business days following written notice that the Indemnifying Party has assumed the defense, all information and documentation received by the Indemnified Party from the Person making the claim with respect to such claim, suit or other legal proceeding. The Indemnified Party shall permit have the right to participate (at its cost and expense with counsel of its choice) in the defense thereof, subject to the rights of the Indemnifying Party to assume control the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 Agreementdefense. The Indemnified Party may participate shall cooperate fully in all respects with the Indemnifying Party in any such defense at such party’s expensedefense, and in any compromise or settlement. The Indemnifying Party will not compromise or settle any claim, suit or other legal proceeding without approval of the Indemnified Party, which approval will not be unreasonably withheld; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment compromise or settle such claim or litigation without settlement recommended by the prior written consent Indemnifying Party to pay an agreed amount in respect of the Indemnifying Partyliability in connection with such claim, which consent will not be unreasonably withheld suit or delayedother legal proceeding; provided, that such compromise or settlement fully releases the Indemnified Party from any further claim with respect to the applicable matter.

Procedures for Indemnification. Each party entitled to In the event that a Party (the " Indemnified Party ") is seeking indemnification under Subsection (a) Sections 6.1 or (b) 6.2, the Indemnified Party shall inform the other Party (the “Indemnified Party”" Indemnifying Party ") shall give notice to of a claim as soon as reasonably practicable after the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge receives notice of any claim as to which indemnity may be soughtthe claim, and shall permit the Indemnifying Party to assume direction and control of the defense of the claim, and shall cooperate as requested by the Indemnifying Party (at the expense of the Indemnifying Party) in the defense of the claim; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that a conflict may arise between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of any such claim action or any litigation resulting therefrom; provided, that counsel for there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, who the Indemnified Party shall conduct have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action or on behalf of the Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or claim whatsoever, in respect of which indemnification could be sought under Sections 6.1 or any litigation resulting therefrom, shall be approved by 6.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such settlement, compromise or consent (whose approval i) includes an unconditional release of the Indemnified Party in form and substance reasonably satisfactory to the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed); and, provided further, that the failure . {***} Confidential portions 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably exhibit have been redacted and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except filed separately with the consent of each Indemnified Party, consent Commission pursuant to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability confidential treatment request in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent accordance with Rule 24b-2 of the Indemnifying PartySecurities Exchange Act of 1934, which consent will not be unreasonably withheld or delayedas amended.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) If there occurs an event that either Party asserts is an indemnifiable event pursuant to Section 8.2 or (b) 8.3, the Party seeking indemnification (the “Indemnified Party”) shall give promptly provide notice (the “Notice of Claim”) to the party required other Party or Parties obligated to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge ). Providing the Notice of Claim shall be a condition precedent to any claim as to which indemnity may be sought, and shall permit Liability of the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providedhereunder, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that and the failure of any Indemnified Party to give provide prompt notice as provided herein shall not will relieve the Indemnifying Party of its obligations under this Agreementhereunder, but only if and to the extent that such failure materially prejudices the Indemnifying Party hereunder. The If the Indemnified Party may provides a Notice of Claim to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee and, after notice from the Indemnifying Party to such Indemnified Party of such election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party hereunder for any legal expenses of other counsel or any other expenses, in such each case subsequently incurred by the Indemnified Party, in connection with the defense at such party’s expensethereof other than reasonable costs of investigation; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith believes that representation of such Indemnified Party by the counsel retained by for the Indemnifying Party would be inappropriate due to actual or potential differing interests between cannot represent both the Indemnified Party and any other party represented the Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest, then the Indemnified Party shall have the right to its own defense by such counsel (limited to one firm) of its own choosing and at the sole cost and expense of the Indemnifying Party. The Indemnified Party agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such proceedingasserted Liability. In any event, the Indemnified Party shall have the right to participate at its own expense in the defense of such asserted Liability. No Indemnifying Party, in the defense of any such claim or litigation Claim shall, except with the written consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving release of the Indemnified Party from all Liability in respect to such Claim or that does not solely require the payment of money damages by the claimant or plaintiff Indemnifying Party. The Indemnifying Party agrees to such afford the Indemnified Party of a release from all liability in respect of such claim or litigationand its counsel the opportunity to be present at, and no to participate in, conferences with all Persons asserting any Claim against the Indemnified Party or conferences with representatives of or counsel for such Persons. In no event shall consent to entry of any judgment or settle such claim or litigation the Indemnifying Party, without the prior written consent of the Indemnifying Indemnified Party, which consent will not be unreasonably withheld settle any Claim on terms that provide for (i) a criminal sanction against the Indemnified Party or delayed(ii) injunctive relief affecting the Indemnified Party.

Procedures for Indemnification. Each In the event that a party entitled to (the "Indemnified Party") is seeking indemnification under Subsection (a) Sections 6.1 or (b) 6.2, the Indemnified Party shall inform the other party (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly of a claim as soon as reasonably practicable after such the Indemnified Party has actual knowledge receives notice of any claim as to which indemnity may be soughtthe claim, and shall permit the Indemnifying Party to assume direction and control of the defense of the claim, and shall cooperate as requested by the Indemnifying Party (at the expense of the Indemnifying Party) in the defense of the claim; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that a conflict may arise between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of any such claim action or any litigation resulting therefrom; provided, that counsel for there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, who the Indemnified Party shall conduct have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action or on behalf of the Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or claim whatsoever, in respect of which indemnification could be sought under Sections 6.1 or any litigation resulting therefrom, shall be approved by 6.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such settlement, compromise or consent (whose approval i) includes an unconditional release of the Indemnified Party in form and substance reasonably satisfactory to the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed); and, provided further, that the failure . {***} Confidential portions 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably exhibit have been redacted and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except filed separately with the consent of each Indemnified Party, consent Commission pursuant to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability confidential treatment request in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent accordance with Rule 24b-2 of the Indemnifying PartySecurities Exchange Act of 1934, which consent will not be unreasonably withheld or delayedas amended.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or In order for an eligible person making a claim for indemnification under Section 9.2 (b) (the an “Indemnified Party”) shall give notice to be entitled to any indemnification provided for under such Section 9.2 in respect of, arising out of or involving a Third Party Claim, such Indemnified Party must notify the party required (or parties) obligated to provide such indemnification under Section 9.2 (the an “Indemnifying Party”) promptly in writing of the Third Party Claim within 20 business days after receipt by such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit notice of the Indemnifying Third Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expenseClaim; provided, however, that failure to give such notification shall not affect the indemnification provided under Section 9.2 except to the extent the applicable Indemnifying Party shall pay has been actually prejudiced as a result of such expense if failure. Thereafter, the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by deliver to the Indemnifying Party would be inappropriate due to actual or potential differing interests between Party, within 10 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 the Third Party Claim. The Indemnified Party alone shall conduct and any other party represented by such counsel in such proceeding. No Indemnifying Party, in control the defense of any such claim or litigation shall, except with Third Party Claim. The Indemnified Party shall have the consent of each Indemnified Party, right to consent to the entry of any judgment or enter into any settlement which does not include with respect to the Third Party Claim on such terms as an unconditional term thereof it may deem appropriate; provided, however, that the giving by the claimant amount of any settlement made or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation consented to by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent will Party shall not be unreasonably withheld determinative of the validity or delayed.amount of the claim against the Indemnifying Party under Section 9.2 unless the Indemnifying Party shall have consented to such entry or judgment or settlement. For the purposes of this Agreement, the term “

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give Promptly after service of notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to or of process by any third person in any matter in respect of which indemnity may be soughtsought from a party pursuant to this Agreement, and shall permit the Indemnifying Party party so served will notify the indemnifying party of the receipt thereof. The indemnifying party will have the right to assume participate in, or assume, at its own expense, the defense of any such claim or any litigation resulting therefrom; provided, that process (with counsel for reasonably acceptable to the Indemnifying Party, who shall conduct indemnified party) or settlement thereof. After notice from the indemnifying party of its election so to assume the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expense incurred by the indemnified party in connection with such defense. Such defense will be conducted expeditiously (but with due regard for obtaining the 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 or any litigation resulting therefromwithout the prior written consent of the indemnified party, shall be approved by the Indemnified Party (whose approval which consent shall not be unreasonably withheld or delayed); and, provided further, that . With respect to any matter which is 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense subject of any such claim or litigation shalland as to which the indemnified party fails to give the other party such notice as aforesaid, except with and such failure adversely affects the consent ability of each Indemnified Party, consent the indemnifying party to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of defend such claim or litigationmaterially increases the amount of indemnification which the indemnifying party is obligated to pay hereunder, and no Indemnified Party shall consent the amount of indemnification which the indemnified party will be entitled to entry 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 judgment or settle such claim or litigation as to which the indemnifying party has not elected to assume the defense thereof will be made without the prior written consent of the Indemnifying Partyindemnifying party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) this Article 3 (the “"Indemnified Party”) "), shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtsought in accordance with this Article 3, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefromlitigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be unreasonably withheld or delayedwithheld); and, provided further, that and the failure Indemnified Party may participate in such defense. Failure of any the 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 Article 3 only to the extent that the failure or delay in such defense at such party’s expense; provided, however, that giving notice has a material adverse impact on the ability of the Indemnifying Party shall pay to defend against such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedingclaim. No Indemnifying Party, in the defense of any such claim or litigation litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of to such claim or litigation, and no . If any such Indemnified Party shall consent have been advised by counsel chosen by it that there may be one or more legal defenses available to entry of any judgment such Indemnified Party that are different from or settle such claim or litigation without the prior written consent of additional to those available to the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses of any counsel retained by the Indemnified Party, it being understood that the Indemnifying Party shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such Indemnified Party or controlling person, which consent will not firm shall be unreasonably withheld or delayeddesignated in writing by the Indemnified Party to the Indemnifying Party.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) Any Person making a claim for indemnification under Section 9.1 or 9.2 (b) (the an “Indemnified Party”) shall give notice to notify the party required to provide against whom indemnification is sought (the an “Indemnifying Party”) of the claim in writing promptly after such receiving notice of any action, lawsuit, proceeding, investigation, demand or other claim against the Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtby a third party (a “Third Party Claim”), describing the Third Party Claim, the amount thereof (if known and shall permit quantifiable) and the Indemnifying Party to assume the defense of any basis thereof in reasonable detail (such claim or any litigation resulting therefromwritten notice, an “Indemnification Notice”); provided, that counsel for the Indemnifying Partythat, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified to so notify an Indemnifying Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The hereunder except to the extent that (and only to the extent that) such failure shall have caused the indemnifiable Losses to be greater than such Losses would have been had the Indemnified Party may given the Indemnifying Party prompt notice hereunder. Any Indemnifying Party shall be entitled to participate in the defense of such defense Third Party Claim at such partyIndemnifying Party’s expense, and at its option shall be entitled to assume the defense thereof by appointing a reputable counsel to be the lead counsel in connection with such defense; provided, howeverthat, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and be entitled to participate in good faith that representation the defense of such Indemnified 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 counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by shall not be recoverable from such counsel in such proceedingIndemnifying Party under this ARTICLE IX). No Indemnifying Party, in Upon assumption of the defense of any such claim Third Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or litigation shallpermit to be paid, except any part of the Third Party Claim, unless the Indemnifying Party consents in writing to such payment (such consent not to be unreasonably withheld or delayed) or unless a final judgment or tribunal finding from which no appeal may be taken by or on behalf of the Indemnified Party is entered or made against the Indemnified Party for such Liability or a matter has been settled with the consent (such consent not to be unreasonably withheld or delayed) of each Indemnified the Indemnifying Party. Notwithstanding anything to the contrary herein, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Indemnifying Party shall consent to entry of not compromise or settle, or admit any judgment or settle such claim or litigation Liability with respect to, any Third Party Claim without the prior written consent of the Indemnifying Party, Indemnified Party (which consent will shall not be unreasonably withheld or delayed), unless the relief consists solely of (i) money damages (all of which the Indemnifying Party shall pay) and (ii) includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto. The Indemnified Party shall provide its reasonable cooperation with the Indemnifying Party in defense of Third Party Claims, including by making employees, information and documentation reasonably available. If the Indemnifying Party shall not reasonably promptly assume the defense of any such Third Party Claim, or fails to prosecute or withdraws from the defense of any such Third Party Claim, 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 or delayed).

Procedures for Indemnification. Each party entitled to Any Person eligible for indemnification under Subsection Sections 10.04 and 10.05 above (a) or (b) (each, the “Indemnified Party”) shall give notice to the party required Party or Parties obligated under such Section to provide indemnification indemnify such Indemnified Party (the each, an “Indemnifying Party”) promptly after such each time that, and within ten (10) days after, the Indemnified Party has actual knowledge becomes aware of any fact or circumstance which would reasonably be expected to give rise to an obligation to indemnify under such Section 10.04 or 10.05, which notice shall be accompanied by a copy of any claim as made which may result in such obligation to which indemnity may be sought, and shall permit the 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 litigation resulting therefromsuch claim without the Indemnified Party’s prior written consent thereto (such consent not to be unreasonably withheld or delayed), 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 counsel for PCL and the Indemnifying Party, who Padres shall conduct neither institute nor defend any lawsuit on behalf of the defense City Indemnified Parties without the prior written consent of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party City (whose approval which consent shall not be unreasonably withheld or delayed); and, provided furtherand if the City does not give its consent to such lawsuit or institutes such lawsuit itself, that PCL and the failure Padres shall be relieved of any 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 give notice as provided herein shall not relieve participate fully in the defense or settlement of such claim, and if the Indemnifying Party does not proceed diligently to commence to defend or settle such claim within fifteen (15) days after its receipt of its obligations under this Agreement. The notice of the assertion or commencement thereof, then the Indemnified Party may participate in shall have the right, but not the obligation, to undertake the defense or settlement of such defense claim for the account and at such party’s expense; provided, however, that the risk of the Indemnifying Party and the Indemnifying Party shall pay such expense if be bound by any defense or settlement that the Indemnified Party shall believe reasonably and in good faith that representation may make to such claim. The parties agree that, for the purpose of such enforcing any right of indemnity hereunder, the Indemnified Party by the counsel retained by may join the Indemnifying Party in any third-party claim as to which such right of indemnity would be inappropriate due to actual or potential differing interests between the Indemnified Party and might apply. The parties shall cooperate fully in defending or settling any other third-party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayedclaim.

Procedures for Indemnification. Each A party that is entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) be indemnified hereunder shall give promptly deliver a reasonably detailed written notice to the other party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of asserting and describing any claim Claim as to which indemnity recovery may be sought, and shall permit sought against the Indemnifying Party to indemnifying party. The indemnifying party may assume the defense of any such claim or any litigation resulting therefrom; providedClaim by promptly sending written notice of such assumption to the indemnified party, that counsel for in which case the Indemnifying Party, who shall conduct indemnified party will cooperate fully and in good faith in the defense of such claim Claim, including, without limitation, agreeing to any settlement, compromise or any litigation resulting therefrom, shall be approved by discharge of the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expenseClaim; provided, however, that the Indemnifying Party indemnifying party shall pay such expense if not consent to, and the Indemnified Party indemnified party shall believe reasonably and in good faith that representation of such Indemnified Party by not be required to agree to, the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that (i) provides for injunctive or other non-monetary relief affecting the indemnified party or (ii) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnified Party the indemnified party of a release Asset Purchase Agreement Fernhill Corp. – PerfectMine from all liability in respect of such claim Claim. If the indemnifying party assumes the defense of a Claim, it will take all steps necessary in the defense or litigation, settlement of such Claim and no Indemnified Party shall consent to entry the indemnifying party will hold the indemnified party harmless from and against any and all damages caused by or arising out of any settlement approved by the indemnifying party or any judgment or settle in connection with such claim or litigation without Claim. The party not primarily responsible for the prior written consent defense of a Claim may, with counsel of its choice and at its expense, participate in the Indemnifying Party, which consent will not be unreasonably withheld or delayeddefense of any such Claim.

Procedures for Indemnification. Each In the event that a party entitled to (the "Indemnified Party") is seeking indemnification under Subsection (a) Sections 5.1 or (b) 5.2, the Indemnified Party shall inform the other party (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly of a claim as soon as reasonably practicable after such the Indemnified Party has actual knowledge receives notice of any claim as to which indemnity may be soughtthe claim, and shall permit the Indemnifying Party to assume direction and control of the defense of the claim, and shall cooperate as requested by the Indemnifying Party (at the expense of the Indemnifying Party) in the defense of the claim; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that a conflict may arise between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of any such claim action or any litigation resulting therefrom; provided, that counsel for there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, who the Indemnified Party shall conduct have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action or on behalf of the Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or claim whatsoever, in respect of which indemnification could be sought under Sections 6.1 or any litigation resulting therefrom, shall be approved by 6.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such settlement, compromise or consent (whose approval i) includes an unconditional release of the Indemnified Party in form and substance reasonably satisfactory to the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed); and, provided further, that the failure . {***} Confidential portions 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably exhibit have been redacted and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except filed separately with the consent of each Indemnified Party, consent Commission pursuant to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability confidential treatment request in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent accordance with Rule 24b-2 of the Indemnifying PartySecurities Exchange Act of 1934, which consent will not be unreasonably withheld or delayedas amended.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly Promptly after such an Indemnified Party has actual knowledge of any claim Loss as to which indemnity such Indemnified Party reasonably believes indemnification may be soughtsought or promptly after such Indemnified Party receives notice of the commencement of any investigation, litigation, action or other proceeding (including any governmental action or proceeding) involving a Loss, such Indemnified Party shall, if a Loss in respect thereof is to be made against the Indemnifying Parties under this Section 8, deliver to the Indemnifying Parties a written notice of such Loss, and shall permit the Indemnifying Party Parties shall have the right to participate in, and, to the extent the Indemnifying Parties so desire, to assume control of the defense of any such claim or any litigation resulting therefrom; provided, that thereof with counsel for the mutually satisfactory to Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by Parties and the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expenseParty; provided, however, that the Indemnifying Party shall pay such expense if the an Indemnified Party shall believe reasonably have the right to retain its own counsel (the fees and in good faith that representation expenses of such Indemnified Party which shall be borne by the Indemnifying Parties) if, in the reasonable opinion of counsel retained by the Indemnifying Parties, the representation by such counsel of the Indemnified Party and the Indemnifying Parties would be inappropriate due to actual or potential differing interests between the such Indemnified Party and any other party represented by such counsel in such proceedingthe Indemnifying Parties. No Indemnifying In the case of an Indemnified Party, the legal counsel referred to in the immediately preceding sentence shall be selected by the Purchasers holding at least a majority in interest of the Securities to which the Loss relates. The Indemnified Party shall cooperate with the Indemnifying Parties in connection with any negotiation or defense of any such claim action or litigation shallLoss by the Indemnifying Parties and shall furnish to the Indemnifying Parties information reasonably available to the Indemnified Party which relates to such action or Loss. The Indemnifying Parties shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Indemnifying Parties shall not be liable for any settlement of any Claim effected without its prior written consent; provided, except with however, that the Indemnifying Parties shall not unreasonably withhold, delay or condition its consent. The Indemnifying Parties shall not, without the prior written consent of each the Indemnified Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a full release from all liability in respect of to such claim or litigationLoss, action and no Indemnified Party proceeding. The failure to deliver written notice to the Indemnifying Parties as provided in this Agreement shall consent to entry not relieve the Indemnifying Parties of any judgment or settle such claim or litigation without liability to the prior written consent of Indemnified Parties under this Section 8, except to the extent that the Indemnifying Party, which consent will not be unreasonably withheld or delayedParties are materially prejudiced in their ability to defend such action.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give Promptly after service of notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to or of process by any third person in any matter in respect of which indemnity may be soughtsought from a party pursuant to this Agreement, and shall permit the Indemnifying Party party so served will notify the indemnifying party of the receipt thereof. The indemnifying party will have the receipt thereof. The indemnifying party will have the right to assume participate in, or assume, at its own expense, the defense of any such claim or any litigation resulting therefrom; provided, that process (with counsel for reasonably acceptable to the Indemnifying Party, who shall conduct indemnified party) or settlement thereof. After notice from the indemnifying party of its election so to assume the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expense incurred by the indemnified party in connection with such defense. Such defense will be conducted expeditiously (but with due regard for obtaining the most favorable outcome and the indemnified party will be advised promptly of all material developments. The indemnifying party will not settle any such claim or any litigation resulting therefromwithout the prior written consent of the indemnified party, shall be approved by the Indemnified Party (whose approval which consent shall not be unreasonably withheld or delayed); and, provided further, that . With respect to any matter which is 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense subject of any such claim or litigation shalland as to which the indemnified party fails to give the other party such notice as aforesaid, except with and such failure adversely affects the consent ability of each Indemnified Party, consent the indemnifying party to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of defend such claim or litigationmaterially increases the amount of indemnification which the indemnifying party is obligated to pay hereunder, and no Indemnified Party shall consent the amount of indemnification which the indemnified party will be entitled to entry receive will be reduced to an amount which the indemnified party would have been entitled to receive has such notice been timely given. No settlement of any judgment or settle such claim or litigation as to which the indemnifying party has not elected to assume the defense thereof will be made without the prior written consent of the Indemnifying Partyindemnifying party, which consent will not be unreasonably unreasonable withheld or delayed.

Procedures for Indemnification. Each party entitled to Whenever a claim shall arise for indemnification under Subsection (a) or (b) (this Section 5, the “Indemnified Party”) relevant Indemnities, as appropriate, shall give notice to promptly notify the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit request the Indemnifying Party to assume defend the defense of any such claim or any litigation resulting therefrom; provided, that counsel for same. Failure to so notify the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 Agreementany liability which the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such claim. The Indemnified Indemnifying Party may shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the relevant Indemnities of acceptance of the defense of such claim and the identity of counsel selected by the Indemnifying Party. Such notice of the relevant Indemnities shall give the Indemnifying Party full authority to 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 affect any rights of any Indemnitee, and which settlement or compromise shall be subject to the prior approval of the Indemnitee. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnities shall be entitled to participate with 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 party’s Indemnities expense; provided, however, that . In the event the Indemnifying Party does not accept the defense of any indemnified claim as provided above, the relevant Indemnities shall pay have the right to employ counsel for such defense at the expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due Party. Each party agrees to actual or potential differing interests between the Indemnified Party cooperate and any to cause its employees and agents to cooperate with then other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with action and the consent relevant records of each Indemnified Party, consent party shall be available to entry of the other party with respect to any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayeddefense.

Procedures for Indemnification. Each party entitled to Whenever a claim shall arise for indemnification under Subsection (a) or (b) (this Section 4, the “Indemnified Party”) relevant Indemnities, as appropriate, shall give notice to promptly notify the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit request the Indemnifying Party to assume defend the defense of any such claim or any litigation resulting therefrom; provided, that counsel for same. Failure to so notify the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 Agreementany liability which the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such claim. The Indemnified Indemnifying Party may participate shall have the right to defend against such liability or assertion in such defense at such party’s expense; provided, however, that which event the Indemnifying Party shall pay such expense if give written notice to the Indemnified Party shall believe reasonably and in good faith that representation relevant Indemnities of acceptance of the defense of such Indemnified Party by claim and the identity of counsel retained selected by the Indemnifying Party. Such notice of the relevant Indemnities shall give the Indemnifying Party would be inappropriate due full authority to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Partydefend, in the defense of any such claim or litigation shalladjust, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment compromise or settle such claim action, suit, proceeding or litigation without demand with respect to which such notice shall have been given, except to the extent that any compromise or settlement shall affect any rights of any Indemnitee, which settlement or compromise shall be subject to the prior written consent approval of the Indemnitee. With respect to any defense accepted by the Indemnifying Party, which consent will not the relevant Indemnities shall be unreasonably withheld entitled to participate with the Indemnifying Party in such defense if the action or delayed.claim requests equitable relief or other relief that could affect the

Procedures for Indemnification. (i) Each party entitled to Person seeking indemnification under Subsection (a) or (b) this Article VII (the “Indemnified Party”) shall give prompt notice to the party required to provide Person from whom indemnification is sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of the assertion of any claim as or the commencement of any Action by any third party (“Third Party Claim”), provided, however, that the failure to which indemnity may be sought, and shall permit give such notification will not affect the indemnification provided hereunder unless the Indemnifying Party is materially prejudiced by such failure, and then only to the extent of such prejudice. Upon receipt of such notice of a Third Party Claim, the Indemnifying Party will have the right to assume the defense of any such claim or any litigation resulting therefrom; provided, that Third Party Claim using counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by its choice reasonably satisfactory to the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expenseParty; provided, however, that the Indemnifying Party shall pay such expense if will obtain the prior written consent of the Indemnified Party (which may not be unreasonably withheld, delayed or conditioned) before entering into any settlement or compromise of such Third Party Claim or permit a default or consent to entry of any judgment. Notwithstanding the foregoing, consent of an Indemnified Party shall believe reasonably not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and in good faith that representation (ii) the settlement includes an unconditional release of such Indemnified Party and its Affiliates from all Liability relating to claims that are the subject matter of the Third Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnifying Party or its Affiliates. In the counsel retained by event the Indemnified Party reasonably concludes that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Party would be inappropriate due to Party, or there is otherwise an actual or potential differing interests conflict of interest between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shallIndemnified Party will have the right, except with at the consent of each Indemnified Indemnifying Party’s reasonable expense, to select separate counsel and to otherwise separately defend itself but will not consent to the entry of any a judgment or enter into any settlement which does not include as an unconditional term thereof with respect to the giving by the claimant or plaintiff to such Indemnified Third Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld withheld. With respect to any Third Party Claim subject to indemnification under this Agreement, the Indemnified Party agrees to cooperate and cause its Affiliates to cooperate in good faith with the Indemnifying Party in connection with the defense of such Third Party Claim. After any decision, judgment or delayedaward shall have been rendered by a Governmental Entity of competent jurisdiction, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) In the case of a claim or liability asserted in writing by a third party against an Indemnified Party which would give rise to indemnification hereunder (b) (a “Third Party Claim”), the “Indemnified Party”) Party shall give deliver written notice to the party required to provide indemnification (the “applicable Indemnifying Party”) promptly after Party of such Indemnified Third Party has actual knowledge of any claim Claim as to which indemnity may be soughtsoon as possible, and shall permit the Indemnifying Party to assume the defense in no event later than fifteen (15) Business Days, following receipt of any such written assertion of a claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved liability. The failure by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give timely notice as provided herein referred to in the preceding sentence shall not relieve impair the Indemnified Party’s rights hereunder except to the extent that an Indemnifying Party of its obligations under this Agreementdemonstrates that it has been prejudiced thereby. The Indemnified Indemnifying Party may participate in shall have the right to defend any such Third Party Claim and control the defense at of such party’s expenseThird Party Claim; provided, however, that the Indemnified Party has the right to reasonably approve counsel selected by the Indemnifying Party. If the Indemnifying Party, within ten (10) Business Days after notice of such Third Party Claim, fails to 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 such Third Party Claim on behalf of and for the account and at the risk and expense of the Indemnifying Party. If the Indemnifying Party shall pay assumes the defense of such expense if Third Party Claim, the Indemnified Party shall believe reasonably have the right to employ separate counsel and to participate in good faith that representation the defense thereof, but the fees and expenses of such counsel shall be at 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 disagreement between counsel for the parties regarding the presence of such a conflict, the reasonable opinion of independent counsel selected by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests parties), there is a conflict of interest between the Indemnified Party and any other party represented by such counsel in such proceeding. No the Indemnifying Party, 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 defense of any such claim or litigation shallforegoing, except with (i) the Indemnifying Party shall not, without the written consent of each the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such the Indemnified Party of a release from all liability in respect of such claim or litigationclaim, and no (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 consent have the right to entry assume the defense and direct, through counsel of its own choosing, the response to, defense of or settlement of any judgment or settle such claim or litigation without claim, and shall be entitled to seek indemnification from the prior written consent Indemnifying Party for the reasonable cost thereof (in addition to any Losses resulting therefrom); provided that the Indemnified Party shall consult with the Indemnifying Party for the purpose of allowing the Indemnifying Party to participate, at the Indemnifying Party’s expense, which consent will not be unreasonably withheld in such response, defense or delayedsettlement.

Procedures for Indemnification. 14.7.1 Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) Party shall promptly give notice hereunder to the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge becoming aware of any claim as to which indemnity recovery may be soughtsought against the indemnifying party because of the indemnity in this Article 14.0, and and, if such indemnity shall arise from the claim of a third party, so long as the indemnifying party assumes liability (as between the Parties) for such claim, the Indemnified Party shall permit the Indemnifying Party indemnifying party to assume the defense of any such claim or and any litigation or other proceeding resulting therefromfrom such claim; provided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of indemnifying party and 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Partymay, in any event, at its own expense, monitor the defense of any such claim or litigation shalllitigation. Notwithstanding the foregoing, except with the consent right to indemnification hereunder shall not be affected by any failure of each an Indemnified PartyParty to give such notice (or by delay by an Indemnified Party in giving such notice) unless, consent and then only to entry the extent that, the rights and remedies of any judgment the indemnifying party shall have been prejudiced as a result of the failure to give, or enter into any settlement which does not include as delay in giving, such notice. The notice required hereunder shall specify the basis for the claim for indemnification and the Indemnified Liabilities arising therefrom to the extent ascertainable at the time of the notice. Failure by an unconditional term thereof the giving by the claimant or plaintiff indemnifying party to such notify an Indemnified Party of a release from all liability in respect of its election to defend any such claim or litigation, and no Indemnified Party action by a third party within twenty-one (21) days after notice thereof shall consent have been given to entry the indemnifying party shall be deemed a waiver by the indemnifying party of any judgment or settle its right to defend such claim or litigation without action. Notwithstanding the prior written consent foregoing, the indemnifying party may, at its own expense, monitor the defense of the Indemnifying Party, which consent will not be unreasonably withheld any such claim or delayedaction.

Procedures for Indemnification. Each This Section 8 provides the sole and exclusive remedies for recovery by an Indemnified Party (as defined below) from the Indemnifying Party (as defined below) based upon the breach or inaccuracy of or failure to comply with any of the warranties, representations, conditions, covenants or agreements of the Indemnifying Party contained in this Agreement or in any agreement or document delivered pursuant hereto or in connection herewith, other than the Registration Rights Agreement and the Amendment. In the event that any claim is asserted against any party entitled to indemnification under Subsection or parties hereto, or any party or parties hereto is made a party defendant in any action or proceeding, and such claim, action or proceeding involves a matter which is the subject of this indemnification, then such party or parties (a) or (b) (collectively, the “"Indemnified Party”") shall promptly give written notice to the other party required to provide indemnification or parties hereto (collectively, the “"Indemnifying Party”") promptly after of such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtclaim, action or proceeding, specifying in reasonable detail the basis for indemnification and shall permit providing the Indemnifying Party such information with respect thereto as reasonably requested and such Indemnifying Party shall have the right to assume join in the defense of any said claim, action or proceeding at such claim or any litigation resulting therefrom; providedIndemnifying Party's own cost and expense and, that counsel for if the Indemnifying Party agrees in writing to defend such claim, then at the option of the Indemnifying Party, who shall conduct such Indemnifying Party may take over the defense of such claim claim, action or any litigation resulting therefromproceeding, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); andexcept that, 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 defense at such party’s expense; providedcase, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by have the counsel retained by the Indemnifying Party would be inappropriate due right to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, join in the defense of any such claim said claim, action or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, proceeding at its own cost and no expense. An Indemnified Party shall consent to entry of not settle or compromise any judgment action or settle such claim or litigation proceeding without the prior written consent of the Indemnifying Party, which Party and shall consent will not be unreasonably withheld to any compromise or delayedsettlement approved by the Indemnifying Party if the Indemnifying Party shall pay or make adequate provision for the full amount thereof.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “In order for any Indemnified Party”) shall give notice Party to the party required be entitled to provide make a claim for indemnification (the “Indemnifying Party”) promptly after under this Article 10, such Indemnified Party has actual knowledge of any claim as shall deliver a written notice (an “Indemnification Claim Notice”) to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who as promptly as reasonably practicable after it acquires knowledge of the fact, event or circumstance giving rise to a claim for Losses pursuant to this Article 10‎. Each Indemnification Claim Notice shall conduct specify in reasonable detail the defense nature of, the facts, circumstances and the amount or a good faith estimate (only to the extent ascertainable) of the potential Losses against which such Indemnified Party seeks indemnification for, such claim or any litigation resulting therefromasserted, shall be approved by and the Indemnified Party (whose approval shall not be unreasonably withheld or delayed)provisions of this Agreement upon which such claim for indemnification is made; andprovided, provided furtherhowever, that the any failure of any by such Indemnified Party to give notice as provided herein such prompt Indemnification Claim Notice shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; providedindemnification obligations, however, except and only to the extent that the Indemnifying Party is actually and materially prejudiced thereby. After delivery of an Indemnification Claim Notice to the Indemnifying Party, (i) the Indemnified Party which has provided such Indemnification Claim Notice shall, upon written request from the Indemnifying Party, supply and make available to the Indemnifying Party and its Representatives (at the Indemnifying Party’s cost and expense) all relevant information in its or its Affiliates’ possession relating to the claim reasonably requested by the Indemnifying Party (except to the extent that such action would result in a loss of attorney-client privilege; provided, that such Indemnified Party shall pay use its commercially reasonable efforts to provide such expense if information in such format to the Indemnifying Party, or on an outside counsel only basis or in such other manner which would not result in the loss of such attorney-client privilege) and (ii) the Indemnified Party shall, and shall cause its Representatives, to (A) be reasonably available to the Indemnifying Party and its Representatives (at the Indemnifying Party’s cost and expense) during normal business hours to discuss such claim, (B) render to the Indemnifying Party and its Representatives such assistance as may reasonably be requested, (C) provide reasonable access to such properties, facilities, books, records, accountant work papers and other documents or information in their possession or that may be reasonably obtained as the Indemnifying Party and/or its Representatives may reasonably require (at the Indemnifying Party’s cost and expense) (provided, that the accountants of the Indemnified Party shall believe not be obligated to make any working papers available to the Indemnifying Party or its Representatives unless and until such Party or such Representative, as applicable, has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such accountants), and (D) otherwise cooperate with the Indemnifying Party and its Representatives in good faith that representation of (at the Indemnifying Party’s cost and expense). Without limiting the foregoing, such Indemnified Party by cooperation shall include the counsel retained by retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party would be inappropriate due or its Representatives of books, records and other documents and information which are actually and reasonably relevant to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedingclaim. No Indemnifying Party, in the defense Upon becoming aware of any such claim for indemnification under this Article 10, the Indemnifying Party shall not take any steps which might reasonably be expected to damage the commercial interests of the Indemnified Party or litigation shall, except with its Affiliates without prior approval of 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to In the event that a Party (the " Indemnified Party ") is seeking indemnification under Subsection (a) Sections 6.1 or (b) 6.2, the Indemnified Party shall inform the other Party (the “Indemnified Party”" Indemnifying Party ") shall give notice to of a claim as soon as reasonably practicable after the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge receives notice of any claim as to which indemnity may be soughtthe claim, and shall permit the Indemnifying Party to assume direction and control of the defense of the claim, and shall cooperate as requested by the Indemnifying Party (at the expense of the Indemnifying Party) in the defense of the claim; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that a conflict may arise between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of any such claim action or any litigation resulting therefrom; provided, that counsel for there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, who the Indemnified Party shall conduct have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action or on behalf of the Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or claim whatsoever, in respect of which indemnification could be sought under Sections 6.1 or any litigation resulting therefrom, shall be approved by 6.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such settlement, compromise or consent (whose approval i) includes an unconditional release of the Indemnified Party in form and substance reasonably satisfactory to the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed); 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) Each Indemnified Party shall promptly give notice hereunder (the “Indemnified Party”"Claim Notice") shall give notice to the party required indemnifying Party and, to provide indemnification (the “Indemnifying Party”) promptly extent applicable, in accordance with the Escrow Agreement, after such Indemnified Party has actual knowledge becoming aware of any claim as to which indemnity recovery may be soughtsought 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, and shall permit to all employees or other persons who are knowledgeable about such claim, in order to allow the Indemnifying indemnifying Party to audit the status of such claim and the payments that have been or will be, made with respect thereto. After receiving such Claim Notice, the indemnifying Party shall have thirty (30) days from the delivery of the Claim Notice to notify the Indemnified Party that the indemnifying Party will assume the defense of any such claim or any litigation resulting therefromfrom such claim; providedprovided that if the period of time to respond, that counsel for answer, defend or otherwise plead to any claim or other item is less than such thirty (30) day period, the Indemnifying 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 litigation resulting therefrom, such action (including any impleaded parties) include both such Indemnified Party and the indemnifying Party and such Indemnified Party and indemnifying Party shall be approved by 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, (whose approval 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 unreasonably withheld or delayed); and, provided further, that the affected by any failure of any an Indemnified Party to give notice such Claim Notice (or by delay by an Indemnified Party in giving such Claim Notice) unless, and then only to the extent that, the rights and remedies of the indemnifying Party shall have been prejudiced as provided herein 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 relieve have been resolved as of the Indemnifying Party date of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; providedthe Claim Notice, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and include an estimate of the amount of the claim in good faith the Claim Notice to be provided pursuant to this Section 10.6(a), accompanied by a statement therein that representation of such the claim has not yet been liquidated (an "Unliquidated Claim"). In the event that an Indemnified Party by gives a Claim Notice for an Unliquidated Claim relating to or arising from the counsel retained by breach of a representation or warranty prior to the Indemnifying termination of the survival period of a representation or warranty set forth in this Section 10, such survival period shall be tolled with respect to such Unliquidated Claim until it becomes finally resolved pursuant to the provisions of this Article 10. If an Indemnified Party would be inappropriate due to actual or potential differing interests between gives a Claim Notice for an Unliquidated Claim, the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in shall also give a second Claim Notice within thirty (30) days after the defense of any such matter giving rise to the claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigationbecomes finally resolved, and no Indemnified Party such second Claim Notice shall consent to entry of any judgment or settle such claim or litigation without specify the prior written consent amount of the Indemnifying Party, which consent will not be unreasonably withheld or delayedclaim.

Procedures for Indemnification. Each With respect to any third-party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) claims, each party shall give the other party prompt notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any third-party claim as to which indemnity may be sought, and cooperate with the indemnifying party at the indemnifying party’s expense. The indemnifying party shall permit have the Indemnifying Party right to assume the defense (at the indemnifying party’s own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within 30 days of the first receipt of such notice. A party given notice of a claim for which the other party expects to be defended and indemnified shall have thirty (30) days in which to either assume control of the defense or any litigation resulting therefromprovide a reasonable explanation of why such party is not obligated to defend the claim pursuant to this Agreement; providedthe party seeking indemnification in such instance may begin to defend the claim on its own, subject to reimbursement of all such expenses by the other party upon the other party’s admission that counsel such claim is that party’s responsibility, or upon the determination by a judge or arbiter (in accordance with the dispute resolution provisions below) that the party was responsible for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 Agreementclaim. The Indemnified Party may party seeking indemnification shall have the right to participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shallthereof and to employ counsel, except with at its own expense, separate from 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 counsel employed by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigationindemnifying party. The indemnifying party shall not, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Partyindemnified party, which consent will agree to the settlement, compromise or discharge of such third-party claim if such settlement, compromise or discharge would require that the indemnified party: (a) enter into any license agreement, cross-license agreement, settlement, covenant-not-to-sue or similar arrangement with the indemnifying party or any third party; (b) admit to infringement, misappropriation or misuse of any third party’s intellectual property; or (c) otherwise undertake or agree not be unreasonably withheld to undertake any activity or delayedbusiness of the indemnified party.

Procedures for Indemnification. Each If a party entitled to indemnification under Subsection pursuant to this Article V (a) or (b) (the “an "Indemnified Party”") becomes aware of any liability, loss, damage, claim, cost or 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 Person or any suit, action, investigation, claim or proceeding (a "Proceeding") commenced for which the Indemnified Party shall give notice to seek indemnity from the party required to provide indemnification (the “Indemnifying Party”) promptly after such , the Indemnified Party has actual knowledge shall, with reasonable promptness, give to such Indemnifying Party written notice of any claim as to which indemnity may be sought, such Proceeding and shall permit request the Indemnifying Party to assume defend the defense of any such claim or any litigation resulting therefrom; providedsame, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expense; provided, however, that the failure of an Indemnified Party to deliver such written notice with reasonable promptness shall not be deemed to bar or otherwise limit the rights of the Indemnified Party hereunder unless such failure materially prejudices the rights or defenses of the Indemnifying Party. The Indemnifying Party agrees to defend such claim, action or 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 such defense (subject to the right of the Indemnifying Party to control such defense), but shall not be entitled in any way to release, waive, settle, modify or pay such expense claim, action or proceeding without the written consent of the Indemnifying Party, if the Indemnifying Party 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 fails to timely defend, contest or otherwise protect against such Proceeding, the Indemnified Party shall believe reasonably and in good faith that representation of have the full right to defend against such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual claim, action or potential differing interests between the Indemnified Party and any other party represented by such counsel proceeding in such proceeding. No Indemnifying Partymanner as it may deem appropriate, in including, without limitation, the defense of right to make any such claim compromise or litigation shall, except with settlement thereof (subject to 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will shall not be unreasonably withheld 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 Proceeding, and the Indemnifying Party shall be bound by any determination made in such Proceeding or delayed(subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld) any compromise or settlement effected by the Indemnified Party. In the event the Indemnifying Party shall assume the defense, no compromise or settlement of such 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 its judgment, such compromise or settlement would have an adverse impact on the future operations of the Indemnified Party).

Procedures for Indemnification. Each party In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, LMT shall be entitled to indemnification under Subsection (a) participate and, unless in the reasonable judgment of legal counsel to the Indemnified Party a conflict of interest between it and LMT may exist with respect of such action, proceeding or (b) (claim, to assume the “defense thereof with counsel reasonably satisfactory to the Indemnified Party”. In the event that LMT fails, within thirty (30) shall give notice days of receipt of any indemnification notice, to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any claim as event, unless and until LMT elects in writing to which indemnity may be sought, assume and shall permit the Indemnifying Party to does so assume the defense of any such claims, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, proceeding shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party losses subject to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreementindemnification hereunder. The Indemnified Party may shall cooperate fully with LMT in connection with any negotiation or defense of any such action, claim or proceeding by LMT and shall furnish to LMT all information reasonably available to the Indemnified Party which relates to such action, claim or proceeding. LMT shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If LMT elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense using counsel of its choice at such party’s its sole cost and expense; provided. LMT shall not be liable for any settlement of any action, howeverclaim or proceeding effected without its prior written consent. Notwithstanding anything in this Section 19 to the contrary, that the Indemnifying Party LMT shall pay such expense if not, without the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual Party’s prior written consent, settle or potential differing interests between the Indemnified Party and compromise any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or enter into any settlement which does not include include, as an unconditional term thereof thereof, the giving by the claimant or the plaintiff to such the Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayedclaim.

Procedures for Indemnification. Each party entitled to indemnification under Subsection If a claim or demand is made against a Party (a) an “Indemnitee”), or an Indemnitee shall otherwise learn of an assertion, by any person who is not a Party (band who is not an affiliate of a Party) (the a “Indemnified PartyThird Party Claim”) shall give notice as to the party required to provide indemnification which a Party (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtobligated to provide indemnification pursuant to this Agreement, and shall permit such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim. The Indemnifying Party will be entitled to assume the defense thereof (at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of any such claim or any litigation resulting therefrom; provideda Third Party Claim, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 Agreementwill not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that If the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assumes the defense of any such claim Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If the Indemnifying Party assumes the defense of any such Third Party Claim, the Indemnifying Party will keep the Indemnitee fully informed of all material developments relating to or litigation shallin connection with such Third Party Claim. If the Indemnifying Party chooses to defend a Third Party Claim, except the Indemnitee will reasonably cooperate with the Indemnifying Party in the defense thereof if requested by the Indemnifying Party. No Indemnitee will consent of each Indemnified Partyto any settlement, compromise or discharge (including the consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry judgment) of any judgment or settle such claim or litigation Third Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed’s prior written consent.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) If an Indemnified Party shall claim to have suffered Damages for which indemnification is available under Section 5.1(a) or 5.1(b), as the case may be (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after for purposes of this Section 5.2, regardless of whether such Indemnified Party has actual knowledge is entitled to receive a payment in respect of any such claim as to which indemnity may be soughtby virtue of Section 5.1(c)), and the Indemnified Party shall permit notify the Indemnifying Party to assume the defense in writing of any such claim as promptly as practicable, which written notice shall describe the nature of such claim in reasonable detail, the facts and circumstances that give rise to such claim and the amount of such claim if reasonably ascertainable at the time such claim is made (or any litigation resulting therefromif not then reasonably ascertainable, the maximum amount of such claim reasonably estimated by the Indemnified Party); provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved failure by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that to so notify the failure of any Indemnified Indemnifying Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The any liability to the Indemnified Party may participate in such defense at such party’s expense; provided, however, hereunder except to the extent that the Indemnifying Party demonstrates that the Indemnifying Party is prejudiced by the Indemnified Party’s failure to give such notice. In the case of a claim by a Buyer Indemnitee, such written notice shall pay be provided by the Indemnified Party to the Sellers’ Representative, with a copy provided to the Escrow Agent. In the event that within thirty (30) days after the receipt by the Indemnifying Party of such expense if a written notice from the Indemnified Party, the Indemnified Party shall believe reasonably not have received from the Indemnifying Party a written objection to such claim, such claim shall be conclusively presumed and in good faith that representation of such Indemnified Party by the counsel retained considered to have been assented to and approved by the Indemnifying Party would be inappropriate due to actual or potential differing interests between 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 and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayedeffect.

Procedures for Indemnification. Each party entitled to Whenever a claim shall arise for indemnification under Subsection (a) or (b) (this Section 5, the “Indemnified Party”) relevant Indemnitees, as appropriate, shall give notice to promptly notify the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit request the Indemnifying Party to assume defend the defense of any such claim or any litigation resulting therefrom; provided, that counsel for same. Failure to so notify the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 Agreementany liability which the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's ability to defend such claim. The Indemnified Indemnifying Party may shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the relevant Indemnitees of acceptance of the defense of such claim and the identity of counsel selected by the Indemnifying Party. Except as set forth below, such notice of the relevant Indemnitees shall give the Indemnifying Party full authority to 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 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 Indemnitee, and the relevant Indemnitees shall have the right to 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 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 refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnitees shall be entitled to participate with 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 party’s Indemnitees expense; provided, however, that . In the event the Indemnifying Party does not accept the defense of any indemnified claim as provided above, the relevant Indemnitees shall pay have the right to employ counsel for such defense at the expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due Party. Each party agrees to actual or potential differing interests between the Indemnified Party cooperate and any to cause its employees and agents to cooperate with then other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with action and the consent relevant records of each Indemnified Party, consent party shall be available to entry of the other party with respect to any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayeddefense.

Procedures for Indemnification. Each If a Company Event of Breach or a Wexford Event of Breach (a "Party's Event of Breach") occurs or is alleged and either the Company or the Wexford Indemnitees (a "Party Indemnitee") asserts that the other party entitled has become obligated to indemnification under Subsection (a) it pursuant to Section 7.1 or (b) (7.2, or if any claim is begun, made or instituted as a result of which the “Indemnified Party”) other party may become obligated to a Party Indemnitee hereunder, such Party Indemnitee shall give prompt notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified other party. The Party has actual knowledge of any claim as to which indemnity may be sought, and Indemnitee shall permit the Indemnifying Party other party (at its expense) to assume the defense of any such claim or any litigation resulting therefromclaim; provided, however, that (a) the counsel for the Indemnifying Party, other party who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved reasonably satisfactory to the Party Indemnitee, (b) the Party Indemnitee may participate in such defense at its expense, and (c) the omission by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party Indemnitee to give notice as provided herein shall not relieve the Indemnifying Party other party of its obligations under this Agreement. The Indemnified Party may participate indemnification obligation except to the extent that such omission results in such defense at such party’s expense; provided, however, that a failure of actual notice to the Indemnifying Party shall pay such expense if other party and the Indemnified Party shall believe reasonably and in good faith that representation other party is materially damaged as a result of such Indemnified failure to give notice. Except with the prior written consent of the Party by Indemnitee, the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Partyshall not, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Partyclaim, consent to entry of any judgment or enter into any settlement which that provides for injunctive or other nonmonetary relief affecting the Party Indemnitee or that does not include as an unconditional term thereof the giving by the each claimant or plaintiff to such Indemnified Party Indemnitee of a release from all liability with respect to such claim or litigation. In the event that the Party Indemnitee shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the other party might be expected to affect adversely the ability of the Party Indemnitee to conduct its business, or that the Party Indemnitee may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the other party in respect of such claim relating thereto, the Party Indemnitee shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigationlitigation relating to any such claim at the sole cost of the other party (including without limitation reasonable attorneys' fees and disbursements and other amounts paid as the result of such claim); provided, however, that if the Party Indemnitee does so take over and no Indemnified assume control, the Party Indemnitee shall consent to entry of any judgment or not settle such claim or litigation without the prior written consent of the Indemnifying Partyevery other party, which such consent will not to be unreasonably withheld withheld. In the event that every other party does not accept and continue the defense of any matter as provided above, the Party Indemnitee shall have the full right to defend against any such claim and shall be entitled to settle or delayedagree to pay in full such claim.

Procedures for Indemnification. Each Whenever a claim shall arise for indemnification under Section 11.1 above, the party entitled to indemnification under Subsection (a) or (b) (the “"Indemnified Party”") shall give notice to promptly notify the party required to provide from whom indemnification is sought (the “"Indemnifying Party”") promptly after of such Indemnified Party has actual knowledge claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of for indemnification hereunder resulting from or in connection with any such claim or any litigation resulting therefrom; providedLegal Proceeding by a third party, that counsel for the Indemnified Party shall give such notice thereof to the Indemnifying Party, who as soon as possible, but in no event later than 10 business days prior to the time any response to the asserted claim is required, if possible, and in any event within 3 business days following receipt of notice thereof. The Indemnifying Party shall conduct the defense of such claim or not be liable for any litigation resulting therefrom, shall be approved legal fees incurred by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); andprior to the Indemnifying Party's receipt of such notice. Notwithstanding anything in the preceding sentence to the contrary, provided further, that the failure of any Indemnified Party to give notice as provided herein so notify the Indemnifying 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. In the event of any such claim for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may, at its obligations under this Agreement. The Indemnified Party may participate in such sole cost and expense, assume the defense at such party’s expensethereof (and Seller shall assume the defense of any claim for unpaid taxes for any period prior to the Closing and Buyer shall assume the defense of any claim for unpaid taxes for any period after the Closing); provided, however, that the Indemnifying Party shall pay such expense if first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party shall believe reasonably and in good faith that representation respect of Losses, if any, attributable to such Indemnified Party by the counsel retained by the claim or Legal Proceeding. If an Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assumes the defense of any such claim or litigation shallLegal Proceeding, except with the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the defense thereof; provided, however, that no settlement shall be made without the prior written consent of each the Indemnified Party, which consent shall not be unreasonably withheld (and if the Indemnified Party shall withhold its consent to entry of any judgment or enter into any monetary settlement which does not include as an unconditional term thereof the giving proposed by the claimant or plaintiff Indemnifying Party and which the other party to such the action has indicated it is prepared to accept, the Indemnified Party shall in no event be deemed for purposes of a release from all liability this Agreement, to have suffered Losses in respect of connection with such claim or litigationproceeding in excess of the proposed amount of such settlement, and no plus reasonable attorneys' fees); provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. So long as the Indemnifying Party is in good faith defending such claim or Legal Proceeding, the Indemnified Party shall consent to entry of any judgment not compromise or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will shall not be unreasonably withheld. If the Indemnifying Party does not assume the defense of any such claim or Legal Proceeding in accordance with the terms hereof, the Indemnified Party may defend 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 delayedLegal 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 or (ii) such Indemnified Party shall have reasonably concluded, based upon the opinion of outside legal counsel to each of the Indemnifying Party and the Indemnified Party, that a conflict of interest gives rise to one or more legal defenses available to the Indemnified Party 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 (reasonably satisfactory to the Indemnifying Party), the expense for which shall be borne by the Indemnifying Party (but in no event shall the Indemnifying Party be required to pay the fees and expenses of more than one counsel employed by the Indemnified Party with respect to such claim or proceeding) and (y) the Indemnifying Party shall not have the right to direct the defense of any such action on behalf of the Indemnified Party. All payments by the Indemnifying Party pursuant to this Article XI shall be in immediately available funds.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providedPROVIDED, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided furtherPROVIDED, 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 AgreementAgreement except to the extent the indemnifying party is prejudiced thereby. The Indemnified Party may participate in such defense at such party’s 's expense; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party shall pay such expense the reasonable fees and expenses of not more than one counsel selected by the Indemnified Parties and reasonably acceptable to the Indemnifying Party, if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any party entitled in respect of which indemnity may be sought pursuant to indemnification under Subsection (a) or (b) this Section 7, such party (the “Indemnified Party”) shall promptly give written notice thereof to the party required to provide indemnification against whom such indemnity may be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom); provided, that counsel for the Indemnifying Partythat, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give such notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreementhereunder except to the extent it shall have been materially prejudiced by such failure. The Indemnified Party may participate in notice shall state the information then available regarding the amount of the claim or Liabilities and shall specify the provision or provisions of this Agreement under which the right to indemnification is being asserted. If within thirty (30) days after receiving such defense at such party’s expense; providednotice, however, that the Indemnifying Party shall pay such expense if gives written notice to the Indemnified Party shall believe reasonably acknowledging its obligation to indemnify and in good faith stating that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due it intends to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any defend against such claim or litigation shallLiabilities at its own cost and expense, except with the defense (including the right to settle or compromise such action) of such matter, including selection of counsel (subject to the consent of each the 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will shall not be unreasonably withheld or delayed) and the sole power to direct and control such defense, shall be by the Indemnifying Party. In any such defense, the Indemnifying Party will consult with the Indemnified Party in connection with the Indemnifying Party’s defense. Notwithstanding the foregoing, in connection with any claim in which the Indemnified Party reasonably concludes, based upon the advice of its counsel, that (x) there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or (y) there are specific defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to such Indemnifying Party, or (z) such claim involves the seeking of non-monetary relief, the Indemnifying Party shall have the right to participate in, but not direct, the defense of such action or proceeding on behalf of the Indemnified Party. In such an event, the Indemnifying Party shall pay the reasonable fees and disbursements of its own counsel and one counsel (including any local counsel) to the Indemnified Party. Any such separate firm sought to be retained by the Indemnified Party with respect to which the Indemnified Party seeks to be indemnified by the Indemnifying Party shall be designated in writing by the Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effectuated without its written consent (which shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, if no such notice of intent to dispute and defend is given by the Indemnifying Party with regard to an indemnifiable claim hereunder, or if such diligent good faith defense is not being or ceases to be conducted with regard to the indemnifiable claim, the Indemnified Party shall, at the expense of the Indemnifying Party, undertake the defense of such claim or Liabilities with counsel selected by the Indemnified Party, and shall have the right to compromise or settle the same exercising reasonable business judgment. The Indemnified Party shall use its commercially reasonable efforts to make available all information and assistance that the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not settle any claims of third parties for which indemnification is payable hereunder without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed).

Procedures for Indemnification. Each As used herein, an "INDEMNIFIED --------------------------------- PARTY" means a party seeking indemnification pursuant to ARTICLE 10, and the term "INDEMNIFYING PARTY" means the party who is obligated to provide indemnification under ARTICLE 10, The Indemnified Party agrees to give the Indemnifying Party prompt written notice of any event, or any claim, action, suit, demand, assessment, investigation, arbitration or other proceeding by or in respect of a third party (a "THIRD-PARTY CLAIM") of which it has knowledge, for which such Indemnifying Party is entitled to indemnification under Subsection (a) or (b) (this ARTICLE 10. In the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified case of a Third-Party has actual knowledge of any claim as to which indemnity may be soughtClaim, and shall permit the Indemnifying Party will have the right to assume direct, through counsel of its own choosing, the defense or settlement of any such claim or any litigation resulting therefrom; provided, that counsel for Third-Party Claim at its own expense. In such case the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at defense, but in such party’s expense; provided, however, that case the expenses of the Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party shall pay with access to the Indemnified Party's records and personnel relating to any such expense if Third-Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or settlement of such Third-Party Claim, and the Indemnifying Party will reimburse the Indemnified Party shall believe reasonably for all its reasonable out-of-pocket costs and expenses incurred in good faith that representation providing such access, personnel and cooperation. Upon assumption of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in 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 any claim or litigation shalldemand arising from such Third-Party Claim, except with unless 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 claimant or plaintiff 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 of a release from all liability in respect of such claim or litigation, and no is entered against the Indemnified Party shall consent to entry of any judgment or settle for such claim or litigation liability. No such Third-Party Claim may be settled by me Indemnifying Party without the prior written consent of the Indemnifying Indemnified Party, which consent will not be unreasonably withheld withheld. If the Indemnifying Party fails to defend or delayedfails 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 Such Third-Party Claim pursuant to this ARTICLE 10 and proposes to settle such Third-Party Claim prior to a final judgment thereon or to forgo appeal with respect thereto, then the 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 Third-Party Claim.

Procedures for Indemnification. Each Promptly after receipt by an indemnified party entitled of notice of the commencement of any action involving a claim referred to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall in this Article III, such indemnified party shall, if a claim pursuant to this Article III in respect thereof is made against an indemnifying party, give written notice to the party required to provide indemnification (latter of the “Indemnifying Party”) promptly after commencement of such Indemnified Party has actual knowledge action. The failure of any claim as indemnified party to which indemnity notify an indemnifying party of any such action shall not (unless such failure shall have materially prejudiced the indemnifying party through the forfeiture of substantive rights or defenses) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be sought, entitled to participate in and shall permit the Indemnifying Party to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided that, if any indemnified party shall have reasonably concluded, based on the advice of counsel, that there are one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or any litigation resulting therefrom; providedinvolves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, that counsel for the Indemnifying Party, who indemnifying party shall conduct not have the right to assume the defense of such claim or any litigation resulting therefromaction on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall be approved by have the Indemnified Party (whose approval right to participate therein with counsel of its choice) and such indemnifying party shall not be unreasonably withheld or delayed); and, provided further, reimburse such indemnified party for that portion of the failure fees and expenses 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, (i) it shall not be inappropriate due obligated to actual or potential differing interests pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between the Indemnified Party such indemnified party and any other of such indemnified parties with respect to such claim, and (ii) no indemnified party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Partyindemnifying party, settle or compromise or consent to the entry of any judgment with respect to any action in respect of which indemnification or contribution could be sought under this Article III unless such consent will not be unreasonably withheld or delayedincludes a waiver by such indemnified party of its right to pursue indemnification from the indemnifying party under this Article III.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) Any Person making a claim for indemnification under Section 9.1, Section 9.2 or Section 9.3 (b) (the an “Indemnified Party”) shall give notice to notify the party required to provide against whom indemnification is sought (the an “Indemnifying Party”) of the claim in writing promptly after such Indemnified Party has actual knowledge receiving notice of any action, lawsuit, proceeding, investigation, demand or other claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by against the Indemnified Party by a third party (whose approval shall not be unreasonably withheld or delayeda “Third Party Claim”), describing the Third Party Claim, the amount thereof (if known and quantifiable) and the basis thereof in reasonable detail; and, provided further, that the failure of any Indemnified to so notify an Indemnifying Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The hereunder except to the extent that (and only to the extent that) such failure shall have caused the indemnifiable Losses to be greater than such Losses would have been had the Indemnified Party may participate in such defense at such party’s expense; provided, however, that given the Indemnifying Party prompt notice hereunder. Except as otherwise provided in Section 9.7, any Indemnifying Party shall pay be entitled to participate in the defense of such expense Third Party Claim at such Indemnifying Party’s expense, and at its option shall be entitled to assume the defense thereof 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 IX). Notwithstanding the foregoing, if the Indemnified Party shall believe reasonably and have determined in good faith and upon advice of counsel that (a) an actual or likely conflict of interest makes representation of such the Indemnifying Party and the Indemnified Party by the same counsel retained inappropriate or (b) the defendants in, or targets of, any such action or proceeding include both the Indemnified Party and an Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action or proceeding on behalf of the Indemnified Party), then, in each case, the Indemnified Party may, upon notice to the Indemnifying Party, engage separate counsel, and the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party would to the extent the Third Party Claim is indemnifiable hereunder (but only to the extent such separate counsel agrees to comply with any written guidelines established by the Indemnifying Party that are applicable to substantially all outside counsel retained by such Indemnifying Party, which guidelines shall be inappropriate due provided to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No promptly upon the Indemnifying Party, in ’s receipt of notice that the Indemnified Party intends to engage separate counsel due to an actual or likely conflict of interest). Upon assumption of the defense of any such claim or litigation shall, except with Third Party Claim by the consent of each Indemnified Indemnifying Party, consent the Indemnified Party will not pay, or permit to entry be paid, any part of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Third Party Claim, unless the claimant or plaintiff Indemnifying Party consents in writing to such payment or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnified Party of a release from all liability in respect of such claim or litigation, and no is entered against the Indemnified Party for such Liability. Notwithstanding anything to the contrary herein, the Indemnifying Party shall consent to entry of not compromise or settle, or admit any judgment or settle such claim or litigation Liability with respect to, any Third Party Claim without the prior written consent of the Indemnifying Party, Indemnified Party (which consent will shall not be unreasonably withheld or delayed), unless the relief consists solely of (i) money damages (all of which the Indemnifying Party shall pay) and (ii) includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto. In all cases with respect to Third Party Claims, the parties shall provide reasonable cooperation to each other in defense of such Third Party Claims, including by making employees, information and documentation reasonably available (including for purposes of fact finding, consultation, interviews, depositions and, if required, as witnesses) and providing such information, testimony and access to their books and records, during normal business hours and upon reasonable notice, in each case as shall be reasonably necessary in connection with the contest or defense. If the Indemnifying Party shall not reasonably promptly assume the defense of any such Third Party Claim, or fails to prosecute or withdraws from the defense of any such Third Party Claim, the Indemnified Party may defend against such matter, at the Indemnifying Party’s expense, 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 or delayed).

Procedures for Indemnification. Each As used herein, an "Indemnified Party" means a Party seeking indemnification for any Loss (including, but not limited to attorneys fees) pursuant to Section 9.2 or 9.3 hereof, as applicable, and 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 which it has knowledge, for which such Indemnified Party is entitled to indemnification under Subsection (a) or (b) (this Article 10. In the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified case of a Third Party has actual knowledge of any claim as to which indemnity may be soughtClaim, and shall permit the Indemnifying Party will have the right to assume direct, through counsel of its own choosing, the defense or settlement of any such claim or any litigation resulting therefrom; providedThird Party Claim at its own expense. In such case, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at defense, but in such party’s expense; provided, however, that case the expenses of the Indemnified Party will be paid by the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party shall pay with access to the Indemnified Party's records and personnel relating to any such expense if Third Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or settlement of such Third Party Claim, and the Indemnifying Party will reimburse the Indemnified Party shall believe reasonably for all its reasonable out-of-pocket costs and expenses incurred in good faith that representation providing such access, personnel and cooperation. Upon assumption of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in 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 any claim or litigation shalldemand arising from such Third Party Claim, except with 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 each the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof Party is entered against the giving Indemnified Party for such liability. No such Third Party Claim may be settled by the claimant or plaintiff to such Indemnified Indemnifying Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Indemnified Party, which consent will not be unreasonably withheld withheld. If the Indemnifying Party fails to defend or delayedfails 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 such 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 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 Third Party Claim.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayedwithheld); and, provided 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that its representation of such Indemnified Party by the counsel retained by the Indemnifying Party Party’s counsel would be inappropriate due to cause an actual or potential differing interests conflict of interest between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include include, as an unconditional term thereof thereof, the giving full release, by the claimant or plaintiff to such plaintiff, of the Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to ------------------------------ indemnification under Subsection (a) or (b) (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided 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 defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense if in the written opinion of counsel to the Indemnified Party reasonably acceptable to the Indemnifying Party, such counsel shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel to the Indemnifying Party in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle for monetary amounts such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each Whenever a claim shall arise for indemnification under this Article XII, the party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give notice to promptly notify the party required to provide from which indemnification is sought (the “Indemnifying Party”) promptly after of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than ten (10) Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within five (5) Business Days following receipt of notice thereof; 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 actual knowledge of any claim as to which indemnity may be soughtunder this Agreement or the other Operative Documents, and shall permit 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 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 any such claim or any litigation resulting therefrom; providedLegal Proceeding, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party shall be entitled to take all steps necessary in the defense thereof including the settlement of its obligations under this Agreement. The any case that involves solely monetary damages without the consent of the Indemnified Party may participate in such defense at such party’s expenseParty; 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. The Indemnifying Party, if it has assumed the 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 shall pay such expense if and the Indemnified Party shall believe reasonably 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 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 that representation of defending such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual claim or potential differing interests between proceeding, the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does shall not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment compromise or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will shall not be unreasonably withheld withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any such claim or litigation in accordance with the terms hereof, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 12.4.

Procedures for Indemnification. Each The party which is entitled to indemnification be indemnified under Subsection this Article 10 (a) individually or (b) (collectively the “"Indemnified Party”") shall promptly give notice to the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has obtaining actual knowledge of any claim as to which indemnity recovery may be soughtsought against the indemnifying party because of the indemnity in this Article 10. If such indemnity shall arise from the claim of a third party, and the Indemnified Party shall permit the Indemnifying Party to indemnifying party, and the indemnifying party shall, assume the defense of any such claim or and any litigation resulting therefrom; providedfrom such claim. Notwithstanding the foregoing in this Section 10.3, that counsel for the Indemnifying Party, who right to indemnification hereunder shall conduct the defense not be affected by any failure of an Indemnified Party to give such claim notice or any litigation resulting therefrom, shall be approved delay by the Indemnified Party (whose approval in giving such notice unless, and then only to the extent that, the rights and remedies of the indemnifying party shall not be unreasonably withheld or delayed); and, provided further, that have been prejudiced as a result of the failure of any Indemnified Party to give notice as provided herein shall not relieve give, or delay in giving, such notice. If the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other indemnifying party represented by such counsel in such proceeding. No Indemnifying Party, in assumes the defense of any such claim or litigation shallclaim, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent have no further right to entry indemnification hereunder with respect to claims consisting of any judgment or settle its legal fees and expenses, so long as the indemnifying party is continuing to defend such claim in good faith. With respect to any claim by a third party, upon the written request of the indemnifying party, the Indemnified Party shall make available to the indemnifying party all relevant information in the possession of the Indemnified Party that may be material to such claim. The Indemnified Party shall, at the indemnifying party's cost and expense, provide the indemnifying party with such assistance as the indemnifying party may reasonably request in order to defend such claim. If the indemnifying party shall not undertake the defense of such claim, as provided herein, then the obligation of the Indemnified Party to furnish information, as aforesaid, shall cease. The indemnifying party shall not settle or litigation compromise any claim for which the Indemnified Party is entitled to indemnification by the indemnifying party without the prior written consent of the Indemnifying such Indemnified Party, which consent will not be unreasonably withheld withheld, provided that the indemnifying party may settle any claim for which it is defending and indemnifying the Indemnified Party without the consent of the Indemnified Party if such claim may be settled or delayedcompromised solely by the payment of money by the indemnifying party without the Indemnified Party admitting any liability whatsoever and without the Indemnified Party being restricted in any way in the operation of its business due to such settlement or compromise, provided further, that the Indemnified Party receives a full, complete and unconditional release of the Indemnified Party from any such claim.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) No Party shall be liable for any Claim for indemnification under this Article X unless written notice of a Claim for indemnification is delivered by the party seeking indemnification (the “Indemnified Party”) shall give notice to the party required to provide Party from whom indemnification is sought (the “Indemnifying Party”) promptly after such prior to the expiration of the applicable survival period, if any, set forth in this Article X. If any third party notifies the Indemnified Party has actual knowledge of with respect to any claim as matter which may give rise to which indemnity may be sought, and shall permit a Claim for indemnification (a “Third Party Claim”) against the Indemnifying Party under this Article X, then the Indemnified Party shall promptly notify the Indemnifying Party promptly thereof in writing after receiving notice from a third party; 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 the Indemnifying Party is prejudiced thereby. All notices given pursuant to this Section 10.4 relating to a Third Party Claim shall describe with reasonable specificity such Third Party Claim and the basis of the Indemnified Party’s Claim for indemnification. Upon the Indemnified Party giving notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party shall be entitled to participate therein and, to the extent desired, to assume the defense thereof with counsel of any its choice (at the expense of such claim or any litigation resulting therefromIndemnifying Party); provided, provided that counsel for the Indemnifying Party, Party who shall conduct the defense of such claim or any litigation resulting therefrom, Third Party Claim shall be approved reasonably satisfactory to the Indemnified Party. If the Indemnifying Party provides the Indemnified Party with notice of its determination to assume the defense of such Third Party Claim, the Indemnified Party may nevertheless participate in (but not control) such defense, but the Indemnifying Party shall not be liable to the Indemnified Party for any legal or 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 (whose approval shall i) the Indemnifying Party does not be unreasonably withheld actually assume the defense thereof following notice of such election or delayed); and(ii) the named parties to such Third Party Claim include both the Indemnifying Party and the Indemnified Party and the Indemnified Party determines in good faith, provided furtherbased on advice of counsel, that the failure of any Indemnified Party has available to give notice as provided herein shall not relieve it one or more defenses that are unavailable to the Indemnifying Party. If the Indemnifying Party does not assume the defense of its obligations under this Agreement. The Indemnified such Third Party may participate in such defense at such party’s expense; providedClaim, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation have the right (i) to undertake the defense of such Indemnified Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the counsel retained by account and risk of the Indemnifying Party would be inappropriate due (subject to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No limitations on the Indemnifying Party, ’s obligations to indemnify as set forth in the defense of any this Article X) and (ii) to settle or agree to pay in full such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Third Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayedParty without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder.

Procedures for Indemnification. Each If a Company Event of Breach or a Wexford Event of Breach (a "Party's Event of Breach") occurs or is alleged and either the Company or the Wexford Indemnitees (a "Party Indemnitee") asserts that the other party entitled has become obligated to indemnification under Subsection (a) it pursuant to Section 7.1 or (b) (7.2, or if any claim is begun, made or instituted as a result of which the “Indemnified Party”) other party may become obligated to a Party Indemnitee hereunder, such Party Indemnitee shall give prompt notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified other party. The Party has actual knowledge of any claim as to which indemnity may be sought, and Indemnitee shall permit the Indemnifying Party other party (at its expense) to assume the defense of any such claim or any litigation resulting therefromclaim; provided, however, that (a) the counsel for the Indemnifying Party, other party who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved reasonably satisfactory to the Party Indemnitee, (b) the Party Indemnitee may participate in such defense at its expense, and (c) the omission by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party Indemnitee to give notice as provided herein shall not relieve the Indemnifying Party other party of its obligations under this Agreement. The Indemnified Party may participate indemnification obligation except to the extent that such omission results in such defense at such party’s expense; provided, however, that a failure of actual notice to the Indemnifying Party shall pay such expense if other party and the Indemnified Party shall believe reasonably and in good faith that representation other party is materially damaged as a result of such Indemnified failure to give notice. Except with the prior written consent of the Party by Indemnitee, the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Partyshall not, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Partyclaim, consent to entry of any judgment or enter into any settlement which that provides for injunctive or other non- monetary relief affecting the Party Indemnitee or that does not include as an unconditional term thereof the giving by the each claimant or plaintiff to such Indemnified Party Indemnitee of a release from all liability with respect to such claim or litigation. In the event that the Party Indemnitee shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the other party might be expected to affect adversely the ability of the Party Indemnitee to conduct its business, or that the Party Indemnitee may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the other party in respect of such claim relating thereto, the Party Indemnitee shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigationlitigation relating to any such claim at the sole cost of the other party (including without limitation reasonable attorneys' fees and disbursements and other amounts paid as the result of such claim); provided, however, that if the Party Indemnitee does so take over and no Indemnified assume control, the Party Indemnitee shall consent to entry of any judgment or not settle such claim or litigation without the prior written consent of the Indemnifying Partyevery other party, which such consent will not to be unreasonably withheld withheld. In the event that every other party does not accept and continue the defense of any matter as provided above, the Party Indemnitee shall have the full right to defend against any such claim and shall be entitled to settle or delayedagree to pay in full such claim.

Procedures for Indemnification. Each party entitled to ------------------------------ indemnification under Subsection (a) or (b) this Section 4.7 (the “"Indemnified Party”) "), shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefromlitigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be unreasonably withheld or delayedwithheld); and, provided further, that and the failure Indemnified Party may participate in such defense. Failure of any the 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 Section 4.7, unless the failure or delay in such defense at such party’s expense; provided, however, that giving notice has a material adverse impact on the ability of the Indemnifying Party shall pay to defend against such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedingclaim. No Indemnifying Party, in the defense of any such claim or litigation litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of to such claim or litigation, and no . If any such Indemnified Party shall consent have been advised by counsel chosen by it that there may be one or more legal defenses available to entry of any judgment such Indemnified Party that are different from or settle such claim or litigation without the prior written consent of additional to those available to the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses of any counsel retained by the Indemnified Party, it being understood that the Indemnifying Party shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such Indemnified Party or controlling person, which consent will not firm shall be unreasonably withheld or delayeddesignated in writing by the Indemnified Party to the Indemnifying Party.

Procedures for Indemnification. Each Whenever a claim shall arise for indemnification under Section 16 of this Agreement, the party entitled to indemnification under Subsection (a) or (b) (the “"Indemnified Party”") shall give notice to promptly notify the party required to provide from whom indemnification is sought (the “"Indemnifying Party”") promptly after of such Indemnified Party has actual knowledge claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim as for indemnification hereunder resulting from or in connection with any claim or Legal Proceedings by a third party, the Indemnified Party shall give such notice thereof to which indemnity may be sought, and shall permit the Indemnifying Party not later than ten (10) business days prior to assume the time any response to the asserted claim is required, if possible, and in any event within five (5) business days following receipt of notice thereof. The Indemnified Party's failure to give notice of any claim or Legal Proceeding by a third party shall not constitute a defense (in whole or in part) to any claim for indemnification by the Indemnified Party, except and only to the extent that such failure shall result in any material prejudice to the Indemnifying Party. In the event of any such claim for indemnification resulting from or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such in connection with a claim or any litigation resulting therefromLegal Proceeding by a third party, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of may, at its obligations under this Agreement. The Indemnified Party may participate in such sole cost and expense, assume the defense at such party’s expensethereof; provided, however, that the Indemnifying Party shall pay such expense if first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party shall believe reasonably and in good faith that representation respect of Losses, attributable to such Indemnified Party by the counsel retained by the claim or proceeding. If an Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assumes the defense of any such claim or litigation shallLegal Proceeding, except with the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the defense thereof; provided, however, that no settlement shall be made, other than a settlement involving solely money damages, without the prior written consent of each the Indemnified Party, which consent to entry of any judgment or enter into any settlement which does shall not include as an unconditional term thereof be unreasonably withheld; provided, further, that the giving by the claimant or plaintiff to such Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of a release from all liability its choice without any right of control thereof. So long as the Indemnifying Party is in respect of good faith defending such claim or litigationproceeding, and no the Indemnified Party shall consent to entry of any judgment not compromise or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will may be withheld in Indemnifying Party's sole discretion. If the Indemnifying Party does not be unreasonably withheld assume the defense of any such claim or delayedlitigation 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.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly Promptly after such Indemnified Party has actual knowledge service of noticeof any claim as to or of process by any third person in any matter in respect of which indemnity may be soughtsought from a party pursuant to this Agreement, and shall permit the Indemnifying Party party so served will notify the indemnifying party of the receipt thereof. The indemnifying party will have the right to assume participate in, or assume, at its own expense, the defense of any such claim or any litigation resulting therefrom; provided, that process (with counsel for reasonably acceptable to the Indemnifying Party, who shall conduct indemnified party) or settlement thereof. After notice from the indemnifying party of its election so to assume the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expense incurred by the indemnified party in connection with such defense. Such defense will be conducted expeditiously (but with due regard for obtaining the 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 or any litigation resulting therefromwithout the prior written consent of the indemnified party, shall be approved by the Indemnified Party (whose approval which consent shall not be unreasonably withheld or delayed); and, provided further, that . With respect to any matter which is 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense subject of any such claim or litigation shalland as to which the indemnified party fails to give the other party such notice as aforesaid, except with and such failure adversely affects the consent ability of each Indemnified Party, consent the indemnifying party to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of defend such claim or litigationmaterially increases the amount of indemnification which the indemnifying party is obligated to pay hereunder, and no Indemnified Party shall consent the amount of indemnification which the indemnified party will be entitled to entry 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 judgment or settle such claim or litigation as to which the indemnifying party has not elected to assume the defense thereof will be made without the prior written consent of the Indemnifying Partyindemnifying party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give Promptly after service of notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to or of process by any third person in any matter in respect of which indemnity may be soughtsought from a party pursuant to this Agreement, and shall permit the Indemnifying Party so served will notify the indemnifying party of the receipt thereof. The indemnifying party 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 the defense of any such claim or any litigation resulting therefrom; providedprocess, that counsel for it shall have reasonable access to all relevant materials and information to allow it to do so. After notice from the Indemnifying Party, who shall conduct indemnifying party of its election to assume the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expense incurred by the indemnified party in connection with such defense. Such defense will be conducted expeditiously (but with due regard for obtaining the 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 or any litigation resulting therefromwithout the prior written consent of the indemnified party, shall be approved by the Indemnified Party (whose approval which consent shall not be unreasonably withheld or delayed); and, provided further, that . With respect to any matter which is 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense subject of any such claim or litigation shalland as to which the indemnified party fails to give the other party such notice as aforesaid, except with and such failure adversely affects the consent ability of each Indemnified Party, consent the indemnifying party to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of defend such claim or litigationmaterially increases the amount of indemnification which the indemnifying party is obligated to pay hereunder, and no Indemnified Party shall consent the amount of indemnification which the indemnified party will be entitled to entry 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 judgment or settle such claim or litigation as to which the indemnifying party has not elected to assume the defense thereof will be made without the prior written consent of the Indemnifying Partyindemnifying party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each In the event that a party entitled to (the "Indemnified Party") is seeking indemnification under Subsection (a) Sections 6.1 or (b) 6.2, the Indemnified Party shall inform the other party (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly of a claim as soon as reasonably practicable after such the Indemnified Party has actual knowledge receives notice of any claim as to which indemnity may be soughtthe claim, and shall permit the Indemnifying Party to assume direction and control of the defense of the claim, and shall cooperate as requested by the Indemnifying Party (at the expense of the Indemnifying Party) in the defense of the claim; provided, however, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that a conflict may arise between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of any such claim action or any litigation resulting therefrom; provided, that counsel for there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, who the Indemnified Party shall conduct have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action or on behalf of the Indemnified Party. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or claim whatsoever, in respect of which indemnification could be sought under Sections 6.1 or any litigation resulting therefrom, shall be approved by 6.2 (whether or not the Indemnified Party is an actual or potential party thereto), unless such settlement, compromise or consent (whose approval i) includes an unconditional release of the Indemnified Party in form and substance reasonably satisfactory to the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Party. The Indemnifying Party shall not be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed); 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) The party seeking indemnification pursuant to this Article (the “"Indemnified Party”") shall agrees to give prompt notice to the party required providing indemnification pursuant to provide indemnification this Article (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of the assertion of any claim as to claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought, and sought under this Article; provided that the failure to give such notice shall permit not affect the rights of the Indemnified Party except to the extent the Indemnifying Party to assume is materially prejudiced by such failure. The notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. The Indemnifying Party may at the request of the Indemnified Party participate in and control the defense of any such claim suit, action or any litigation resulting therefrom; provided, that counsel for proceeding at its own expense. If the Indemnifying PartyParty admits responsibility for indemnification with respect to such claim, who the Indemnifying Party shall conduct be entitled to control the defense of any such claim suit, action or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); and, provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of proceeding at its obligations under this Agreementown expense. The Indemnified Party may participate shall cooperate with the Indemnifying Party in such defense at defense; provided that the Indemnified Party shall not be obligated to incur any out-of-pocket expenses except to the extent the Indemnifying Party agrees in writing to reimburse the Indemnified Party for such party’s expenseexpenses as they are incurred. Without the written consent of the Indemnified Party, the Indemnifying Party shall not settle or compromise any claim, litigation or proceeding in respect of which indemnity may be sought hereunder; provided, however, that the Indemnifying Party shall pay may settle or compromise any action if such expense if the Indemnified Party shall believe reasonably and in good faith that representation settlement or compromise provides for an unconditional release of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and does not result in any other party represented by such counsel in such proceeding. No Indemnifying restriction on the operation of the Indemnified Party, 's business in the defense future or materially adversely affect the business reputation or tax liability of any such claim or litigation shall, 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 claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. 14.4.1 Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) Party shall promptly give notice hereunder to the party required to provide indemnification (the “Indemnifying Party”) promptly indemnifying Party after such Indemnified Party has actual knowledge becoming aware of any claim as to which indemnity recovery may be soughtsought against the indemnifying Party as a result of the indemnity in this Article XIV, and and, if such indemnity shall arise from the claim of a third party, shall permit the Indemnifying indemnifying Party to assume the defense of any such claim or and any litigation or other proceeding resulting therefromfrom such claim; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party shall believe reasonably and in good faith that representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Partymay, in any event, at its own expense, monitor and participate in, but not control, the defense of any such claim or litigation shalllitigation. Notwithstanding the foregoing, except with the consent right to indemnification hereunder shall not be affected by any failure of each an Indemnified PartyParty to give such notice (or by delay by an Indemnified Party in giving such notice) unless, consent and then only to entry the extent that, the rights and remedies of any judgment the indemnifying Party shall have been materially prejudiced as a result of the failure to give, or enter into any settlement which does not include as 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. Failure by an unconditional term thereof the giving by the claimant or plaintiff indemnifying Party to such notify an Indemnified Party of its election to defend any such claim or action by a release third party within thirty (30) days after notice thereof shall have been given to the indemnifying Party shall be deemed a waiver by the indemnifying Party of its right to defend such claim or action. Nothing herein shall be deemed to prevent an Indemnified Party from all liability in respect 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 or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayedextent then ascertainable.

Procedures for Indemnification. Each party entitled to indemnification under Subsection (a) or (b) (the “Indemnified Party”) shall give notice Except as otherwise provided in Sections 6.1 and 6.2, subject to the party required to provide indemnification (the “Indemnifying Party”) limitations imposed by Sections 6.1, 6.2 and 6.3 and 8.1, promptly after such Indemnified Party has actual knowledge receipt by an indemnified party pursuant to the provisions of this Article VI of notice of the commencement of any action, claim as or proceeding involving the subject matter of the foregoing indemnity provisions, such indemnified party shall, if a claim thereof is to be made against an indemnifying party pursuant to the provisions of this Article VI, promptly notify such indemnifying party of the commencement thereof; but the omission to so notify such indemnifying party shall not relieve it from any liability which indemnity it may be soughthave to the indemnified party otherwise than hereunder unless such omission shall have materially adversely affected the indemnifying party' s ability to defend such action, claim or proceeding. In case such action, claim or proceeding is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall permit have the Indemnifying Party right to participate in, and, to the extent that it may wish, to assume the defense of any or conduct thereof, with counsel reasonably satisfactory to such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed); 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 defense at such indemnified party’s expense; provided, however, that the Indemnifying Party shall pay such expense if the Indemnified Party defendants in any action include both the indemnified party and the indemnifying party and the indemnified party shall believe have reasonably and concluded, based upon a written opinion of legal counsel, that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, or if there is a conflict of interest which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party shall have the right to select separate counsel to participate in good faith that representation the defense of such Indemnified Party by action on behalf of such indemnified party. After notice from the counsel retained by indemnifying party to such indemnified party of its election so to assume the Indemnifying Party would defense thereof, the indemnifying party shall not be inappropriate due liable to actual the indemnified party for any legal or potential differing interests between the Indemnified Party and any other party represented expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in such proceedingaccordance with the proviso of the preceding sentence, (ii) 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 (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation litigation, shall, except with the consent of each Indemnified Partyindemnified party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of to such claim or litigation. In the event the proceeding is a tax audit, and no Indemnified Party the indemnified party shall consent to entry not take any action, including, without limitation, the extension of any judgment or settle such claim or litigation applicable limitations period, without the prior express written consent of the Indemnifying Partyindemnifying party, which consent will shall not be unreasonably withheld or delayedwithheld. ARTICLE VII.