Common use of Procedures for Indemnification Clause in Contracts

Procedures for Indemnification. The obligations and liabilities of the parties with respect to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.

Procedures for Indemnification. The obligations Whenever a claim shall arise for indemnification under Section 12.1 above, with the exception of claims for litigation expenses in respect of a litigation as to which a notice of claim, as provided below in this Section 12.2, has previously been given, which expenses shall be funded on an ongoing basis, the party entitled to indemnification (the “Indemnified Party”) shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim 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 liabilities in any event within five (5) business days following receipt of notice thereof. Notwithstanding anything in the parties preceding sentence to the contrary, the failure of any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability for indemnification it may have if and to the 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 sole cost and expense, assume the defense thereof; provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Losses attributable to such claim or Legal Proceeding; and, provided further, that Seller shall not be entitled to assume the defense of any claim or Legal Proceeding against Buyer for Taxes with respect to a period ending after the Closing Date. If an Indemnification Claim Indemnifying Party assumes the defense of any such claim or Legal Proceeding, the Indemnifying Party shall be subject entitled to select counsel and take all steps necessary in the following terms and conditions: (i) an Indemnification Claim defense thereof; provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (and if the Indemnified Party shall withhold its consent to any monetary settlement proposed by a NM Indemnitee by delivery of a written notice the Indemnifying Party and which the other party to the Company Indemnitors' Representative requesting indemnification from action has indicated it is prepared to accept, the Company Indemnitors and specifying Indemnified Party shall in no event be deemed for purposes of this Agreement, to have suffered Losses in connection with such claim or proceeding in excess of the basis on which indemnification is sought and the proposed amount of asserted Losses such settlement); provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. So long as the Indemnifying Party is in good faith defending such claim or Legal Proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not assume the defense of any such claim or Legal Proceeding in accordance with the terms hereof, the Indemnified Party may defend (and, in the case of any claim or Legal Proceeding against Buyer for Taxes with respect to a Third period ending after the Closing Date, shall defend) against such claim or Legal Proceeding in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party Claimand obtaining the prior written consent of the Indemnifying Party, containing which consent shall not be unreasonably withheld) on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 12.2; provided, however, that if the Indemnified Party does not obtain the prior written consent of the Indemnifying Party to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the claim settled. Notwithstanding anything in this Section 12.2 to the contrary, if, in any claim or Legal Proceeding with respect to which the Indemnified Party has given the notice required under this Section 12.2, (by attachment i) the Indemnifying Party shall not have promptly employed counsel reasonably satisfactory to the Indemnified Party or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim such Indemnified Party shall have reasonably concluded, based upon the opinion of its outside legal counsel, that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then in either event (x) the Indemnified Party may participate in any such proceeding with the counsel of its choice, the expense for which shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed borne by the Indemnitee 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 Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Indemnified Party Claim, the Indemnitors Representative shall have thirty (30) days to object with respect to such Indemnification Claim by delivery claim or proceeding) and (y) the Indemnifying Party shall not have the right to direct the defense of a written notice of any such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative action on behalf of all the subject Indemnitors, and Indemnified Party. All payments by the Indemnification Claim Indemnifying Party pursuant to this Article XII shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative cash and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedin immediately available funds.

Procedures for Indemnification. The obligations (a) ment (a "Third Party Claim") as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party in writing, and liabilities in reasonable detail, of the parties with respect 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 not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 15 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnification Claim Indemnitee, the Indemnifying Party shall be subject entitled to participate in the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the case 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, containing (the Indemnifying Party shall not be liable to the Indemnitee for legal or other expenses subsequently incurred by attachment or otherwise) the Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such other information as such defense, the Indemnitee shall have concerning the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim; (ii) an Indemnification Claim , all of the Indemnitees shall be made by a Company Indemnitee by delivery of a written notice to cooperate with the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, Indemnifying Party in the case of defense or prosecution thereof. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, containing (by attachment then in no event will the 24 24 Indemnitee admit any liability with respect to, or otherwise) such other information as such settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have concerning the right to settle, compromise or discharge such Third Party Claim. (iii) Claim without the consent of the Indemnifying Party if the Indemnification Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim involves 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 procedures set forth 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 Section 8.5 hereof 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 also not exceed the amount that would be observed required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee and the Indemnitors Representative; (ivin defending such Third Party Claim) if the Indemnification Third Party Claim involves a matter seeks an order, injunction or other equitable relief or relief for other than a 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 ClaimClaim can be so separated from that for money damages, the Indemnitors Representative Indemnifying Party shall have thirty (30) days be entitled to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail assume the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance defense of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedportion relating to money damages.

Procedures for Indemnification. The obligations and -------------------------------- liabilities of the parties with respect to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM STR Indemnitee by delivery of a written notice to the Company Indemnitors' Controlling Shareholder Indemnitor's Representative requesting indemnification from the Company Indemnitors Controlling Shareholder Indemnitor and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Controlling Shareholder Indemnitee by delivery of a written notice to the NM STR Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by ----------- the Indemnitee and the Indemnitors Indemnitors' Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Indemnitors' Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Indemnitors' Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Indemnitors' Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.

Procedures for Indemnification. 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 obligations and liabilities Indemnified Party agrees to give the Indemnifying Party prompt written notice of the parties with any event, or any claim, action, suit, demand, assessment, investigation, arbitration or other proceeding by or in respect to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice third party (a “Third-Party Claim”) of which it has knowledge, for which such Indemnifying Party is entitled to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in under this ARTICLE 10. In the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Third-Party Claim, the procedures set forth 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 Section 8.5 hereof shall also such defense, but in such case the expenses of the Indemnified Party will be observed paid by the Indemnitee Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party with access to the Indemnified Party’s records and personnel relating to any such Third-Party Claim during normal business hours and will otherwise cooperate with the Indemnitors Representative; (iv) if Indemnifying Party in the Indemnification Claim involves a matter other than a Third defense or settlement of such Third-Party Claim, and the Indemnitors Representative shall have thirty (30) days to object to Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in providing such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objectionaccess, personnel and cooperation. Failure to object in a timely manner shall constitute a final and binding acceptance Upon assumption of the Indemnification defense of any such Third-Party Claim by the Indemnitors Representative Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of any claim or demand arising from such Third-Party Claim, unless the Indemnifying Party consents in writing to such payment (which consent will not be unreasonably withheld) or unless a final judgment from which no appeal may be taken by or on behalf of all the subject IndemnitorsIndemnified Party is entered against the Indemnified Party for such liability. No such Third-Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, which consent will not be unreasonably withheld. If the Indemnifying Party 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 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 Indemnification Claim shall be paid Indemnifying Party will have the right to participate in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between settlement or assume or reassume the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount defense of such Indemnification Claim within ten (10) days of the date such amount is determinedThird-Party Claim.

Procedures for Indemnification. 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 obligations and liabilities Indemnified Party agrees to give the Indemnifying Party prompt written notice of the parties with any event, or any claim, action, suit, demand, assessment, investigation, arbitration or other proceeding by or in respect to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice third party (a "Third Party Claim") of which it has knowledge, for which such Indemnified Party is entitled to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in under this Article 11. In the case of a Third Party Claim, containing (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, but in such case the expenses of the Indemnified Party will be paid by attachment the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party with access to the Indemnified Party's records and personnel relating to any such Third Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or otherwise) such other information as such Indemnitee shall have concerning settlement of such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought , and the amount Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in providing such access, personnel and cooperation. Upon assumption of asserted Losses andthe defense of any such Third Party Claim by the Indemnifying Party, in the case Indemnified Party will not pay, or permit to be paid, any part of a any claim or demand arising from such Third Party Claim, containing 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 attachment or otherwise) on behalf of the Indemnified Party is entered against the Indemnified Party for such other information as liability. No such Indemnitee shall Third Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, which consent will not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party fails to defend or fails to prosecute or withdraws from such defense, then the Indemnified Party will have concerning 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. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.

Procedures for Indemnification. The obligations (a) Third Party Claims (other than in respect of Shared Liabilities). If a claim or demand is made against an Indemnitee by any Person who is not a party to this Agreement (a "Third Party Claim") as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Indemnifying Party in writing, and liabilities in reasonable detail, of the parties with respect 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 not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 15 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnification Claim Indemnitee, the Indemnifying Party shall be subject entitled to participate in the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the case 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, containing (the Indemnifying Party shall not be liable to the Indemnitee for legal or 50 other expenses subsequently incurred by attachment or otherwise) the Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such other information as such defense, the Indemnitee shall have concerning the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim; (ii) an Indemnification Claim , all the Indemnitees shall be made by a Company Indemnitee by delivery of a written notice to cooperate with the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, Indemnifying Party in the case of defense or prosecution thereof. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, containing (by attachment then in no event shall the Indemnitee admit any liability with respect to, or otherwise) settle, compromise or discharge, such other information as such Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have concerning the right to settle, compromise or discharge such Third Party Claim. (iii) Claim without the consent of the Indemnifying Party if the Indemnification Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim involves 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 procedures set forth Indemnitee shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in Section 8.5 hereof 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 also not exceed the amount that would be observed required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee and the Indemnitors Representative; (ivin defending such Third Party Claim) if the Indemnification Third Party Claim involves a matter seeks an order, injunction or other equitable relief or relief for 51 other than a 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 ClaimClaim can be so separated from that for money damages, the Indemnitors Representative Indemnifying Party shall have thirty (30) days be entitled to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail assume the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance defense of the Indemnification Claim by the Indemnitors Representative on behalf portion relating to money damages. This Section 9.04(a) shall govern all claims under this Article IX for indemnification against Third Party Claims except Third Party Claims in respect of all the subject IndemnitorsShared Liabilities, and the Indemnification Claim as to which Section 9.04(b) shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedgovern.

Procedures for Indemnification. The obligations and liabilities of the parties with respect to an Indemnification Claim procedures for indemnification shall be subject to the following terms and conditionsas follows: (ia) an Indemnification Claim The party claiming the indemnification (the “Indemnified Party”) shall be made by a NM Indemnitee by delivery of a written promptly give notice to the Company Indemnitors' Representative requesting indemnification party from whom the Company Indemnitors and specifying the basis on which indemnification is sought claimed (the “Indemnifying Party”) of any claim whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of asserted Losses andthe claim. If a claim relates to an action, in suit, or proceeding filed by a third party against the case Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within ten (10) days after written notice of a Third Party Claimsuch action, containing (by attachment suit, or otherwise) such other information as such Indemnitee proceeding shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice been given to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party ClaimIndemnified Party. (iiib) if Following receipt of notice from the Indemnification Claim involves Indemnified Party of a Third Party Claimclaim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Indemnifying Party Claim, the Indemnitors Representative shall have thirty (30) days in which to object make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such Indemnification Claim by delivery of a written notice of such objection notice, the Indemnifying Party shall immediately pay to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance Indemnified Party the full amount of the Indemnification Claim by claim; provided, that the Indemnitors Representative on behalf amount held in escrow to secure Sellers’ indemnification of all the subject Indemnitors, and the Indemnification Claim Buyer shall be paid in accordance with subsection satisfaction of any claim payable by Sellers until that amount is exhausted (v) hereof; andif it is). (vc) upon determination With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or, if it so elects, to assume control of the amount defense of an Indemnification Claimsuch claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether by agreement between the Indemnitors Representative and the Indemnitee parties or otherwiseby a third party, requires immediate action, the Indemnitors parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall pay be bound by the amount of results obtained in good faith by the Indemnified Party with respect to such Indemnification Claim within ten claim. (10f) days The indemnification rights provided in Sections 12.2 and 12.3 hereof shall extend to the shareholders, directors, officers and Affiliates of the date Indemnified Party, although for the purpose of the procedures set forth in this Section 12.4, any indemnification claims by such amount is determinedparties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The obligations If a claim or demand is made against an Indemnitee by any person who is not a party to this Distribution Agreement (a "Third Party Claim") as to which such Indemnitee is entitled to indemnification pursuant to this Distribution Agreement, such Indemnitee shall notify the Indemnifying Party in writing, and liabilities in reasonable detail, of the parties with respect Third Party Claim promptly (and in any event within 20 business days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification within such 20 business day period shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 20 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnification Claim Indemnitee, the Indemnifying Party shall be subject entitled to participate in the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the case 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, containing (the Indemnifying Party shall not be liable to the Indemnitee for legal or other expenses subsequently incurred by attachment or otherwise) the Indemnitee in connection with the defense thereof except as otherwise expressly provided for in Section 2.9 of this Distribution Agreement. If the Indemnifying Party assumes such other information as such defense, the Indemnitee shall have concerning the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee (i) for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the 20 business day period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above) or (ii) in the event the Indemnitee reasonably determines, based on the advice of its counsel that there shall exist a conflict of interest between the Indemnitee and the Indemnifying Party or that there are defenses available to the Indemnitee that are not available to the Indemnifying Party, the effect of which shall be to make it impractical for the Indemnitee and the Indemnifying Party to be jointly represented by the same counsel, in which case the Indemnifying Party shall be liable for the fees and expenses of one counsel for all Indemnitees in any single or series of related Actions. If the Indemnifying Party so elects to assume the defense of any Third Party Claim; (ii) an Indemnification Claim , the Indemnitee shall be made by a Company Indemnitee by delivery of a written notice to cooperate with the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, Indemnifying Party in the case defense or prosecution thereof. If the Indemnifying Party acknowledges in writing liability for indemnification of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth then in Section 8.5 hereof shall also be observed by no event will the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.C-13

Procedures for Indemnification. The obligations and liabilities of the parties with respect to an Indemnification (a) Whenever a Claim shall be subject to the following terms and conditions: (i) an Indemnification arise for indemnification resulting from or in connection with a Claim shall be made by a NM Indemnitee by delivery of third party (a written notice “Third-Party Claim”) (other than under Section 9.02(b)(iv)), the Person entitled to indemnification (the Company Indemnitors' Representative requesting indemnification “Indemnified Party”) shall promptly notify the Party from the Company Indemnitors and specifying the basis on which indemnification is sought and (the amount “Indemnifying Party”) of asserted Losses such Claim and, in when known, the case facts constituting the basis of a Third such Claim; provided, that failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability it may have to the Indemnified Party, except to the extent that the Indemnifying Party has been materially prejudiced by such failure. Following receipt of notice of any such Third-Party Claim, containing and unless (i) the assumption of such defense by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third the Indemnifying Party Claim; would be inappropriate due to a conflict of interest, (ii) an Indemnification such Third-Party Claim (or the facts or allegations related to such Third-Party Claim) involves criminal allegations or seeks equitable or injunctive relief, (iii) the Indemnifying Party does not have the resources to satisfy such Third-Party Claim or (iv) such Third-Party Claim, if adversely determined, could reasonably be expected to materially adversely affect the business or reputation of the Indemnified Party or its Affiliates, the Indemnifying Party shall have the option, at its cost and expense, to assume the defense of such Third-Party Claim and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any such claim or legal proceeding, and the Indemnifying Party shall not be liable to the Indemnified Party for any fees of other counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such Claim, other than reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party shall have the option of joining the defense of such Claim (which shall be at the sole cost and expense of the Indemnified Party) with counsel not reasonably objected to by the Indemnifying Party and counsel for each party shall, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement or compromise of, or consenting to the entry of any judgment with respect to, any such Third-Party Claim with respect to which the Indemnifying Party has assumed the defense in accordance with this Section 9.05(a), the Indemnifying Party, or the Indemnified Party, as the case may be, shall act in good faith, shall consult with the other party and shall enter into only such settlement or compromise or consent to the entry of any judgment as the other party shall consent, such consent not to be unreasonably withheld, conditioned or delayed. An Indemnifying Party shall not be liable for any settlement, compromise or judgment not made by in accordance with the preceding sentence. (b) Buyer shall promptly and diligently defend, prosecute or settle the matters described in Section 9.02(b)(iv) (including the defense of any members of the Seller Indemnified Group that are defendants or respondents with respect to such matters). If Buyer’s counsel shall have advised Buyer in writing, in which case Buyer shall deliver a Company Indemnitee by copy to the Indemnified Party, or if the Indemnified Party reasonably believes, that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel, the Indemnified Party may retain its own counsel with respect to such defense and Buyer shall pay the reasonable attorneys’ fees and expenses of counsel for such Indemnified Party. Buyer shall obtain the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned, before entering into or making (or allowing the Companies to enter into or make) any settlement or compromise of the matters described in Section 9.02(b)(iv) if (i) such settlement or compromise does not include a full release of the Indemnified Party, (ii) such settlement or compromise includes any non-monetary remedy binding on the Indemnified Party or (iii) the Indemnified Party reasonably believes that Buyer will not have the ability to satisfy fully its obligations pursuant to Section 9.02(b)(iv) at the time of such settlement or compromise. (c) After the Closing Date, Seller and Buyer shall grant each other (or their respective designees), and Buyer shall cause the Companies to grant to Seller (or its designees), access at all reasonable times to all of the information, books and records relating to the Companies in its possession, and shall afford such party the right (at such party’s expense) to take extracts therefrom and to make copies thereof, to the extent reasonably necessary to implement the provisions of, or to investigate or defend any Third-Party Claims; provided that no such party shall be entitled to make available any information, books or records, the disclosure of which would cause a waiver of any applicable privilege or breach of an obligation of confidentiality to a third-party and either party may make access to such information, books and records conditioned upon execution and delivery of a written notice confidentiality agreement reasonably satisfactory to the NM Indemnitors' Representative party requesting indemnification disclosure. Further, after the Closing, Buyer shall cause the Companies to grant to Seller (or its designees) the access and specifying the basis on which indemnification is sought right to take extracts and the amount of asserted Losses and, make copies described in the case of a Third Party Claim, containing (by attachment or otherwise) preceding sentence for such other information purposes as such Indemnitee shall have concerning such Third Party Claimmay be reasonably requested by Seller. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.

Procedures for Indemnification. The obligations and liabilities of (a) If a party seeking indemnification (the parties with respect “Indemnified Party”) shall claim to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by have suffered a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on Loss for which indemnification is sought available under Section 8.2 or 8.3, as the case may be, the Indemnified Party shall promptly notify the party responsible for indemnification under this Article VIII (the “Indemnifying Party”) in writing of such claim which written notice shall describe the nature of such claim, the facts and circumstances that give rise to such claim and the amount of asserted Losses andsuch claim if reasonably ascertainable at the time such claim is made (or if not then reasonably ascertainable, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the maximum amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed claim reasonably estimated by the Indemnitee and Indemnified Party) (such notification being the Indemnitors Representative; (iv) if “Claim Certificate”). In the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have event that within thirty (30) days to object after the receipt by the Indemnifying Party of such a written notice from the Indemnified Party, the Indemnified Party shall not have received from the Indemnifying Party a written objection to such Indemnification Claim claim, such claim shall be conclusively presumed and considered to have been assented to and approved by delivery the Indemnifying Party following receipt by the Indemnifying Party of a written notice from the Indemnified Party to such effect. (b) If an Indemnifying Party objects to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Indemnifying Party shall deliver a written notice to such effect to the Indemnified Party within thirty (30) days after receipt by the Indemnifying Party of such objection Claim Certificate. Thereafter, the Indemnifying Party and the Indemnified Party shall attempt in good faith to such Indemnitee specifying in reasonable detail agree upon the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance rights of the Indemnification Claim respective parties for a period of not less than thirty (30) days after receipt by the Indemnitors Representative on behalf Indemnified Party of all such written objection with respect to each of such claims to which the subject Indemnitors, Indemnifying Party has objected. If the Indemnified Party and the Indemnification Claim Indemnifying Party agree with respect to any of such claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party fail to agree as to any particular item or items or amount or amounts (each, a “Disputed Claim”) within such 30-day period, then either party shall be paid in accordance with subsection (v) hereof; andentitled to pursue its available remedies for resolving its claim for indemnification. (vc) upon determination An Indemnifying Party shall promptly reimburse an Indemnified Party for all Losses under a claim, or Buyer may offset amounts due to Buyer or its Affiliates as an Indemnified Party against amounts due to Seller under the Note, after thirty (30) days passes from the receipt of a Claim Certificate by the Indemnified Party without objection by the Indemnifying Party or, in the event a claim is disputed, resolution of the amount Indemnified Party’s claim is reached under the terms of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedSection 8.4(b).

Procedures for Indemnification. The obligations and liabilities No party shall be liable for any Claim for indemnification under this Article V unless written notice of a Claim for indemnification is delivered by the party seeking indemnification (the “Indemnified Party”) to the party from whom indemnification is sought (the “Indemnifying Party”) prior to the expiration of the parties applicable survival period, if any, set forth in Section 6.3. If any third party notifies the Indemnified Party with respect to an Indemnification any matter which may give rise to a Claim shall be subject to the following terms and conditions: for indemnification (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a “Third Party Claim”) against the Indemnifying Party under this Article V, containing (by attachment or otherwise) such other information as such Indemnitee then the Indemnified Party shall have concerning such notify the Indemnifying Party promptly thereof in writing and in any event within 30 days 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 materially prejudiced thereby. All notices given pursuant to this Section 5.3 shall describe with reasonable specificity the Third Party Claim; (ii) an Indemnification 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 made by a Company Indemnitee by delivery of a written notice entitled to participate therein and, to the NM Indemnitors' Representative requesting extent desired, to assume the defense thereof with counsel of its choice as long as the Indemnifying Party agrees in writing that the Indemnified Party is entitled to indemnification and specifying by the basis on which indemnification is sought and Indemnifying Party for such action. If the amount Indemnifying Party provides the Indemnified Party with notice of asserted Losses and, in its determination to assume the case defense of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth Indemnified Party may nevertheless participate in Section 8.5 hereof (but not control) such defense, but the Indemnifying Party shall also not be observed liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee and Indemnified Party in connection with the Indemnitors Representative; (iv) if defense of the Indemnification Claim involves a matter Third Party Claim, other than a reasonable costs of investigation, unless the Indemnifying Party does not actually assume the defense thereof following notice of such election. If the Indemnifying Party does not assume the defense of such Third Party Claim, the Indemnitors Representative Indemnified Party shall have thirty (30) days the right to object to such Indemnification Claim by delivery of a written notice undertake the defense of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance Third Party Claim, by counsel or other representatives of the Indemnification Claim by the Indemnitors Representative its own choosing, on behalf of all and for the subject Indemnitors, account and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination risk of the amount Indemnifying Party. Neither the Indemnified Party nor the Indemnifying Party shall consent to the entry or any judgment or enter into any settlement of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification any Third Party Claim within ten (10) days that might give rise to liability of the date other party under this Article V without such amount is determinedparty’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Procedures for Indemnification. The obligations and liabilities Promptly after receipt by an indemnified party under Section 12.2 or Section 12.3 of notice of the commencement of any third party action or other event for which indemnification may be available under Section 12.2 or 12.3, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement thereof, but the failure so to notify that indemnifying party shall not relieve it of any liability that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such action shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall elect, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses, in each case incurred by such indemnified party in connection with the indemnified party's own defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel if the indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more defenses available to it and not available to the indemnifying party which defenses result in a conflict of interest. If an indemnifying party assumes the defense of such an action, (a) such assumption will conclusively establish for purposes of this Agreement that the claims made are within the scope of and subject to indemnification; (b) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent unless (i) there is no finding or admission or any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (c) the indemnified party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery indemnifying party of a written notice to the Company Indemnitors' Representative requesting any claim for indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought hereunder and the amount of asserted Losses andindemnifying party does not, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) 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 will be bound by any determination made in connection therewith or any compromise or settlement effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a third-party claim may adversely affect it or its Affiliates other than as a result of monetary damages for which if would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such third-party claim. Both the indemnified party and the indemnifying party shall keep the other fully informed of the date such amount is determinedstatus of any claim for which indemnification has been sought at all stages thereof.

Procedures for Indemnification. The obligations and liabilities of the parties with respect to an Indemnification Claim procedures for indemnification shall be subject to the following terms and conditionsas follows: (ia) an Indemnification Claim The party claiming the indemnification (the "Indemnified Party") shall be made by a NM Indemnitee by delivery of a written promptly give notice to the Company Indemnitors' Representative requesting indemnification party from whom the Company Indemnitors and specifying the basis on which indemnification is sought claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of asserted Losses andthe claim. If the claim relates to an action, in suit, or proceeding filed by a third party against the case Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of a Third Party Claimsuch action, containing (by attachment suit, or otherwise) such other information as such Indemnitee proceeding shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice been given to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party ClaimIndemnified Party. (iiib) if Following receipt of notice from the Indemnification Claim involves Indemnified Party of a Third Party Claimclaim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Indemnifying Party Claim, the Indemnitors Representative shall have thirty (30) days in which to object make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such Indemnification Claim by delivery of a written notice of such objection notice, the Indemnifying Party shall immediately pay to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance Indemnified Party the full amount of the Indemnification Claim by claim. Buyer shall be entitled to apply any or all of the Indemnitors Representative Accounts Receivable collected on behalf of all Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the subject IndemnitorsIndemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnification Claim Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be paid bound by the results obtained in accordance good faith by the Indemnified Party with subsection (v) hereof; andrespect to such claim. (vf) upon determination The indemnification rights provided in Sections 13.2 and 13.3 hereof shall extend to the partners, shareholders, directors, officers, members, partners, agents, employees, and representatives of the amount of an Indemnification ClaimIndemnified Party, whether by agreement between although for the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days purpose of the date procedures set forth in this Section 13.4, any indemnification claims by such amount is determinedparties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The obligations and liabilities Promptly after receipt by an indemnified party pursuant to the provisions of Section 9.1 or 9.2 of notice of the parties with respect commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party shall, if a claim thereof is to be made against an Indemnification Claim shall be subject indemnifying party pursuant to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery provisions of a written notice Section 9.1 or 9.2, promptly notify such indemnifying party of the commencement thereof; but the omission to so notify such indemnifying party will not relieve it from any liability which it may have to the Company Indemnitors' Representative requesting indemnification indemnified party otherwise than hereunder. In case such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however, if the defendants in any action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded 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 the defense of such action on behalf of such indemnified party. After notice from the Company Indemnitors and specifying indemnifying party to such indemnified party of its election so to assume the basis on which indemnification is sought and defense thereof, the amount indemnifying party shall not be liable to the indemnified party pursuant to the provisions of asserted Losses andsuch Section 9.1 or 9.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (a) the indemnified party shall have employed counsel in accordance with the proviso of the preceding sentence, (b) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, or (c) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party, in the case defense of a Third Party Claimany such claim or litigation, containing (by attachment shall, except with the consent of each indemnified party, consent to entry of any judgment or otherwise) such other information enter into any settlement which does not include as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to unconditional term thereof the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, release from all liability in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object repsect to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee claim or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedlitigation.

Procedures for Indemnification. The obligations and liabilities (a) If there occurs an event that either party asserts is an indemnifiable event pursuant to Section 5.1 or 5.2, the party seeking indemnification (the “Indemnitee”) shall promptly provide notice (the “Notice of Claim”) to the other party or parties obligated to provide indemnification (the “Indemnifying Party”). Providing the Notice of Claim shall be a condition precedent to any Liability of the parties Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder but only if and to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnitee and it shall provide a Notice of Claim to the Indemnifying Party of the commencement 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 Indemnitee of such election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the Indemnitee, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest, then the Indemnitee shall have the right to defend, at the sole cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the written consent of each Indemnitee, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the release of the Indemnitee from all Liability in respect to such claim or litigation or that does not solely require the payment of money damages by the Indemnifying Person. The Indemnifying Party agrees to afford the Indemnitee and its counsel the opportunity to be present at, and to participate in, conferences with all Persons, including any Governmental or Regulatory Authority, asserting any Claim against the Indemnitee or conferences with representatives of or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, settle any Claim on terms that provide for (i) a criminal sanction against the Indemnitee or (ii) injunctive relief affecting the Indemnitee. (b) Upon receipt of a Notice of Claim, the Indemnifying Party shall have 20 calendar days (or such shorter period as may be appropriate under the circumstances) to contest its indemnification obligation with respect to an Indemnification Claim shall be subject to such claim, or the following terms and conditions: (i) an Indemnification Claim shall be made amount thereof, by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from Indemnitee (the Company Indemnitors and specifying “Contest Notice”); provided, however, that if, at the basis on which indemnification time a Notice of Claim is sought and submitted to the Indemnifying Party the amount of asserted Losses andthe Loss in respect thereof has not yet been determined, such 20 day period in respect of, but only in respect of the amount of the Loss, shall not commence until a further written notice (the “Notice of Liability”) has been sent or delivered by the Indemnitee to the Indemnifying Party setting forth the amount of the Loss incurred by the Indemnitee that was the subject of the earlier Notice of Claim. Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party to the claim, and if the objection relates to the amount of the Loss asserted, the amount, if any, that the Indemnifying Party believes is due the Indemnitee, and any undisputed amount shall be promptly paid over to the Indemnitee. If no such Contest Notice is given within such 20 day period, the obligation of the Indemnifying Party to pay the Indemnitee the amount of the Loss set forth in the case Notice of a Third Party Claim, containing or subsequent Notice of Liability, shall be deemed established and accepted by the Indemnifying Party. (by attachment or otherwisec) If the Indemnifying Party fails to assume the defense of such other information as Claim or, having assumed the defense and settlement of such Indemnitee Claim, fails reasonably to contest such Claim in good faith, the Indemnitee, without waiving its right to indemnification, may assume, at the cost of the Indemnifying Party, the defense and settlement of such Claim; provided, however, that (i) the Indemnifying Party shall have concerning be permitted to join in the defense and settlement of such Third Party Claim; Claim and to employ counsel at its own expense, (ii) an Indemnification Claim the Indemnifying Party shall be made by a Company cooperate with the Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case defense and settlement of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed any manner reasonably requested by the Indemnitee and (iii) the Indemnitors Representative;Indemnitee shall not settle such Claim without soliciting the views of the Indemnifying Party and giving them due consideration. (ivd) if the Indemnification Claim involves a matter other than a Third The Indemnifying Party Claim, the Indemnitors Representative shall have thirty (30) days make any payment required to object be made under this Article in cash and on demand. Any payments required to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of by an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim Indemnifying Party under this Article that are not paid within ten (10) five business days of the date on which such amount is determinedobligation becomes final shall thereafter be deemed delinquent, and the Indemnifying Party shall pay to the Indemnitee, immediately upon demand, interest at the rate of 10% per annum, not to exceed the maximum nonusurious rate allowed by applicable Law, from the date such payment becomes delinquent to the date of payment of such delinquent sums, which interest shall be considered to be Losses of the Indemnitee.

Procedures for Indemnification. The obligations (a) THIRD PARTY CLAIMS. If a claim or demand is made against a Media Information Indemnitee or a New Ceridian Indemnitee (each, an "Indemnitee") by any person who is not a party to this Agreement (a "Third Party Claim") as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the "Indemnifying Party") in writing, and liabilities in reasonable detail, of the parties with respect 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 not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, 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 Indemnification Claim Indemnitee, the Indemnifying Party shall be subject entitled to participate in the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the case 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, containing 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 attachment or otherwise) such other information as the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have concerning 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, subject to the proviso of the preceding sentence, that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the 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; (ii) an Indemnification , the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and not exceed the amount that would be required to be paid by or on behalf of asserted Losses andthe Indemnifying Party in connection with such settlement, in compromise or discharge. If an Indemnifying Party elects not to assume the case defense of a Third Party Claim, containing (by attachment or otherwise) such other information fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee shall have concerning may compromise, settle or defend such Third Party Claim. . Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (iiiand shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Indemnification Claim involves a Third Party ClaimClaim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the procedures set forth in Section 8.5 hereof Indemnifying Party shall also be observed by entitled to assume the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance defense of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedportion relating to money damages.

Procedures for Indemnification. (a) The obligations and liabilities party seeking indemnification under Section 12 hereof (the “Indemnified Party”) agrees to give prompt notice to the Party against whom indemnity is sought (the “Indemnifying Party”) of the parties with assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder; provided that the failure to an Indemnification Claim notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. The Indemnifying Party shall not be liable under this Section 12.2 for any settlement of Third Party Claims (as defined below) effected without its consent and in violation of Section 12.2(b) hereof. (b) The Indemnifying Party shall be entitled to participate in the defense of any claim asserted by any third party and arising from the breach of obligations under this Agreement and/or any other Transaction Agreement (“Third Party Claim”) and, subject to the following terms limitations set forth in this Section 12.2, shall be entitled to control and conditions: appoint lead counsel for such defense, in each case at its expense, provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligations for Loss resulting from such Third Party Claims as provided under this Section 12.2. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled or obligated to assume or maintain control of the defense of any Third Party Claim nor pay the fees and expense of counsel retained by the Indemnified Party if (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party ClaimClaim relates to or arises in connection with any criminal proceeding, containing (by attachment action, indictment, allegation or otherwise) such other information as such Indemnitee shall have concerning such Third investigation against the Indemnified Party Claim; and/or willful misconduct or gross negligence of the Indemnified Party, or (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party ClaimClaim seeks an injunction or equitable relief against the Indemnified Party. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 12.2(b), containing the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (by attachment which shall not be unreasonably withheld or otherwisedelayed) such other information as such Indemnitee shall have concerning before entering into any settlement of such Third Party Claim. (iiid) if The Indemnified Party shall be entitled to participate in the Indemnification defense of any Third Party Claim involves a and to employ one law firm as separate counsel of its choice for such purpose. The reasonable fees and expenses of such separate counsel shall be borne by the Indemnified Party, provided that the Indemnifying Party shall not pay the reasonable fees and expenses of such separate counsel, (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim and the Indemnifying Party is not otherwise required to assume control of the defense of such Third Party Claim, or (ii) if representation of both the procedures set forth in Section 8.5 hereof shall also be observed Indemnifying Party and the Indemnified Party by the Indemnitee and the Indemnitors Representative;same counsel would create a conflict of interest. (ive) if the Indemnification Claim involves a matter The Indemnified Party shall take all reasonable steps to avoid or mitigate its Losses upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable under this Agreement and/or any other than a Third Party ClaimTransaction Agreement, the Indemnitors Representative shall have thirty including taking all reasonable steps to enforce any claim for indemnification for such Losses under any contract with any third party (30including any insurance coverage) days to object to such Indemnification Claim by delivery of a written notice that may cover any portion of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedLosses.

Procedures for Indemnification. The obligations and liabilities Promptly after receipt by an Indemnitee of written notice of the parties assertion or the commencement of any Action by a third party (a “Third-Party Claim”) with respect to any matter referred to in Section 9.2 or Section 9.3, the applicable Indemnitee shall give written notice thereof to the Indemnifying Party, which notice shall include a description of the Action, the amount thereof (if known and quantifiable) and the basis for the Action, and thereafter shall keep the applicable Indemnifying Party reasonably informed with respect thereto; provided, that failure of the applicable Indemnitee to give the Indemnifying Party notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced thereby. Thereafter, the applicable Indemnitee shall deliver to the Indemnifying Party, promptly following the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee to the extent relating to the Third-Party Claim and reasonably necessary to the Indemnifying Party’s analysis thereof. A claim for indemnification by an Indemnification Indemnitee for any matter not involving a Third-Party Claim may be asserted by notice to the Indemnifying Party. The Indemnifying Party shall have the right to control the defense and handling, and settle or compromise, of any Third-Party Claim at its sole expense; provided, that the Indemnitee shall be entitled to participate in the defense of such Action giving rise to its claim for indemnification at the Indemnifying Party’s expense, and at its option (subject to the following terms and conditionslimitations set forth below) by appointing a counsel reasonably acceptable to the applicable Indemnitee to be the lead counsel in connection with such defense; provided, that: (ia) an Indemnification Claim the Indemnitee shall be made entitled to participate in the defense of such 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 Indemnitee (other than any fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnifying Party, and except that the Indemnifying Party shall pay all of the fees and expenses of such separate counsel if a NM Indemnitee by delivery reasonable likelihood exists of a written notice to conflict of interest between the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought Indemnifying Party and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party ClaimIndemnitee); (b) the Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnitee) and shall pay the fees and expenses of counsel retained by the Indemnitee if (i) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (ii) the Indemnitee reasonably believes an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice adverse determination with respect to the NM Indemnitors' Representative requesting Action giving rise to such claim for indemnification and specifying would be detrimental to or injure the basis on which indemnification is sought and Indemnitee’s reputation or future business prospects of the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. Indemnitee; (iii) if the Indemnification Claim involves a Third Party Claim, claim seeks an injunction or equitable relief against the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; Indemnitee; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery reasonable likelihood exists of a written notice conflict of such objection to such Indemnitee specifying in reasonable detail interest between the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, Indemnifying Party and the Indemnification Claim shall be paid in accordance with subsection Indemnitee; (v) hereofupon written notice from the Indemnitee to the Indemnifying Party that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim with reasonable detail of the Indemnitee’s good faith justifications for such determination; and (vc) upon determination if the Indemnifying Party shall control the defense of any such claim, the Indemnifying Party shall obtain the prior written consent of the amount Indemnitee before entering into any settlement of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee a claim or otherwise, the Indemnitors shall pay the amount of ceasing to defend such Indemnification Claim within ten (10) days of the date such amount is determinedclaim.

Procedures for Indemnification. The obligations and liabilities (a) If an Indemnitee shall receive notice or otherwise learn of the parties assertion of any claim or commencement of any proceeding (including any governmental investigation) by a person who is not a party to this Agreement (or any Affiliate of either party) (a "Third-Party Claim") with respect to which an Indemnification Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim setting forth the particulars as to such claim or proceeding in reasonable detail; provided that the failure of any Indemnitee to give notice as provided in this SECTION 4.4(A) shall not relieve the related Indemnifying Party of its obligations under this ARTICLE IV, unless such Indemnifying Party is actually prejudiced by such failure to give notice, and then only to the extent of such actual prejudice. (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 Indemnifying 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; provided that if the defendants in any such Third-Party Claim include both the Indemnifying Party and one or more Indemnitees, and 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 be responsible for the reasonable fees and expenses of such 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 fees and expenses of such counsel shall be borne by such Indemnitee. If an Indemnifying Party 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 foregoing, the Indemnifying Party shall not be liable for any settlement of any Third-Party Claim effected without its written consent. The Indemnifying Party shall not, except with the consent of the Indemnitee, (i) enter into any such settlement that does not include as an unconditional term thereof the giving by the person or persons asserting such Third-Party Claim to all Indemnitees an unconditional release from all Liability with respect to such Third-Party Claim, or (ii) consent to entry of any judgment. (c) Any claim on account of a Loss that does not result from a Third-Party Claim shall be subject asserted by written notice given by the Indemnitee to the following terms and conditions: (i) an Indemnification Claim 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 made by a NM 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 by delivery of a written notice shall be free to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and 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 asserted Losses andany Loss shall, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice at any time subsequent to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses andpayment required by this Agreement, in the case of a Third Party Claimbe reduced by recovery, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee settlement or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of reduction that has been received by the date such amount is determinedIndemnitee, less any expenses properly incurred in connection therewith, shall promptly be repaid by the Indemnitee to the Indemnifying Party.

Procedures for Indemnification. The obligations (a) THIRD PARTY CLAIMS. If a claim or demand is made against an IMS Indemnitee or a ST Indemnitee (each, an “Indemnitee”) by any person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and liabilities in reasonable detail, of the parties with respect Third Party Claim promptly (and in any event within fifteen (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 not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five (5) business days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnification Claim Indemnitee, the Indemnifying Party shall be subject entitled to participate in the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the case 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, containing the Indemnifying Party shall, within thirty 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by attachment or otherwise) such other information as the Indemnitee in connection with the defense thereof; PROVIDED that such Indemnitee shall have concerning 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 Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party’s prior written consent; PROVIDED, HOWEVER, that the Indemnitee shall have 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; (ii) an Indemnification , the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; PROVIDED, HOWEVER, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party’s indemnification obligation with respect to such Third Party Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and not exceed the amount that would be required to be paid by or on behalf of asserted Losses andthe Indemnifying Party in connection with such settlement, in compromise or discharge. If an Indemnifying Party elects not to assume the case defense of a Third Party Claim, containing (by attachment or otherwise) such other information fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee shall have concerning may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. (iiib) if In the Indemnification Claim involves a event of payment by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the procedures set forth place of such Indemnitee as to any events or circumstances in Section 8.5 hereof shall also be observed by the respect of which such Indemnitee and the Indemnitors Representative; (iv) if the Indemnification may have any right or claim relating to such Third Party Claim involves a matter other than a against any claimant or plaintiff asserting such Third Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice cost and expense of such objection to such Indemnitee specifying Indemnifying Party, in reasonable detail the basis for such objection. Failure to object prosecuting any subrogated right or claim. (c) The remedies provided in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim this Article III shall be paid in accordance with subsection (v) hereof; and (v) upon determination cumulative and shall not preclude assertion by any Indemnitee of any other rights or the amount seeking of an Indemnification Claim, whether by agreement between the Indemnitors Representative any and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedall other remedies against any Indemnifying Party.

Procedures for Indemnification. (a) The obligations and liabilities party that may be entitled to indemnity hereunder (the “Indemnified Party”) shall give prompt notice to any party obligated to give indemnity hereunder (the “Indemnifying Party”) of the parties with assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. Any failure on the part of any Indemnified Party to an Indemnification Claim give the notice described in this Section 11.6(a) shall be subject relieve the Indemnifying Party of its obligations under this Article XI only to the following terms extent that such Indemnifying Party has been prejudiced by the lack of timely and conditions: adequate notice (i) an Indemnification Claim except that the Indemnifying Party shall not be made liable for any expenses incurred by a NM Indemnitee by delivery of a written notice the Indemnified Party during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors Indemnifying Party, promptly (and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim any event within ten (10) days thereof) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such claim, action, suit or proceeding. (b) The Indemnifying Party shall have the right but not the obligation to assume the defense or settlement of any third-party claim, suit, action or proceeding in respect of which indemnity may be sought hereunder, provided that (i) the Indemnified Party shall at all times have the right, at its or his option and expense, to participate fully therein, provided that such defense shall remain under the control of the date Indemnifying Party, and, (ii) if the Indemnifying Party does not proceed diligently to defend the third-party claim, suit, action or proceeding within twenty (20) days after receipt of notice of such third-party claim, suit, action or proceeding, the Indemnified Party shall have the right, but not the obligation, to undertake the defense at his expense of any such third-party claim, suit, action or proceeding. (c) The Indemnifying Party shall not be required to indemnify the Indemnified Party with respect to any amounts paid in settlement of any third-party suit, action, proceeding or investigation entered into without the written consent of the Indemnifying Party, provided that if the Indemnifying Party gives ten (10) days’ prior written notice to the Indemnified Party of a settlement offer which the Indemnifying Party desires to accept and to pay all Losses with respect thereto (“Settlement Notice”) and the Indemnified Party fails or refuses to consent to such settlement within ten (10) days after delivery of the Settlement Notice to the Indemnified Party, and such settlement otherwise complies with the provisions of this Section 11.6 the Indemnifying Party shall not be liable for Losses arising from such third-party suit, action, proceeding or investigation in excess of the amount is determinedproposed in such settlement offer. Notwithstanding the foregoing, no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement without the consent of the Indemnified Party, if such judgment or settlement imposes any obligation or liability upon the Indemnified Party other than the execution, delivery or approval thereof and customary releases of claims with respect to the subject matter thereof. (d) The Parties shall cooperate in defending any such third-party suit, action, proceeding or investigation, and the defending Party shall have reasonable access to the books and records, and personnel in the possession or control of the other Party that are pertinent to the defense. The Indemnified Party may join the Indemnifying Party in any suit, action, claim or proceeding brought by a third party, as to which any right of indemnity created by this Agreement would or might apply, for the purpose of enforcing any right of the indemnity granted to such Indemnified Party pursuant to this Agreement.

Procedures for Indemnification. The obligations and liabilities (i) If an Indemnitee shall receive notice or otherwise learn of the parties assertion of any claim or commencement of any proceeding (including any governmental investigation) by a person who is not a party to this Agreement (or any Affiliate of either party) (a "Third-Party Claim") with respect to which an Indemnification Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim setting forth the particulars as to such claim or proceeding in reasonable detail; PROVIDED that the failure of any Indemnitee to give notice as provided in this Section 4.4(a) shall be subject not relieve the related Indemnifying Party of its obligations under this Article IV, unless such Indemnifying Party is actually prejudiced by such failure to give notice and then only to the following terms and conditions:extent of such actual prejudice. (iii) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice An Indemnifying Party may, to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount extent it wishes within thirty days of asserted Losses and, in the case 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, containing (by attachment or otherwise) such other information as Indemnifying 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; PROVIDED that if the defendants in any such Third-Party Claim include both the Indemnifying Party and one or more Indemnitees and 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 concerning the right to employ separate counsel to represent such Third Indemnitees and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party; 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 be responsible for the reasonable fees and expenses of such 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 fees and expenses of such counsel shall be borne by such Indemnitee. If an Indemnifying Party 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 foregoing, the Indemnifying Party shall not be liable for any settlement of any Third-Party Claim effected without its written consent. The Indemnifying Party shall not, except with the consent of the Indemnitee, (i) enter into any such settlement that does not include as an unconditional term thereof the giving by the person or persons asserting such Third-Party Claim to all Indemnitees an unconditional release from all liability with respect to such Third-Party Claim, or (ii) an Indemnification consent to entry of any judgment. (b) Any claim on account of a Loss that does not result from a Third-Party Claim shall be made asserted by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed given by the Indemnitee and to the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Indemnifying Party. Such Indemnifying Party Claim, the Indemnitors Representative shall have a period of thirty (30) days after the receipt of such notice within which to object respond thereto. If such Indemnifying Party does not respond within such thirty-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 thirty-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 Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying party under this Agreement or under applicable law (except as provided in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; andADR Agreement). (vc) upon determination of In addition to any adjustments required pursuant to Section 4.3, if the amount of an Indemnification Claimany Loss shall, whether at any time subsequent to the payment required by agreement between the Indemnitors Representative and the Indemnitee this Agreement, be reduced by recovery, settlement or otherwise, the Indemnitors shall pay the amount of such Indemnification 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. (d) 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 such Indemnitee may have any right or claim relating to such Third-Party Claim within ten 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. (10e) days of Notwithstanding anything to the date such amount is determinedcontrary 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.

Procedures for Indemnification. The obligations (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) (a "Third Party Claim") as to which one or more parties (collectively, the "Indemnifying Party") may be obligated to provide indemnification pursuant to this Agreement, such Indemnitee will notify the Indemnifying Party in writing, and liabilities in reasonable detail, of the parties with respect Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (b) If a Third Party Claim is made against an Indemnification Claim shall be Indemnitee and the Indemnifying Party unconditionally and irrevocably acknowledges in writing its obligation to indemnify the Indemnitee therefor (subject to verification that any losses or costs in respect thereof constitute Damages and compliance with the following other terms hereof), 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 and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice reasonably satisfactory to the Company Indemnitors' Representative requesting indemnification from Indemnitee. Should the Company Indemnitors and specifying Indemnifying Party so elect to assume the basis on which indemnification is sought and the amount of asserted Losses and, in the case defense of a Third Party Claim, containing (the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by attachment or otherwise) the Indemnitee in connection with the defense thereof; provided that, if in any Indemnitee's reasonable judgment a conflict of interest exists in respect of such other information as claim, such Indemnitee shall have concerning the right to employ separate counsel (which shall be reasonably satisfactory to the Indemnifying Party) and one local counsel to represent such Indemnitee and in that event the reasonable fees and expenses of each such counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense (except as otherwise provided in the preceding sentence), separate from the counsel employed by the Indemnifying Party. 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 or if it does not expressly elect to assume the defense thereof (including acknowledging its indemnification obligation as aforesaid). If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim; Claim and keep the Indemnitee fully informed of all developments relating to or in connection with such Third Party Claim (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice including providing to the NM Indemnitors' Representative requesting indemnification Indemnitee on request updates and specifying summaries as to the basis on which indemnification is sought and status thereof). If the amount of asserted Losses and, in the case of Indemnifying Party chooses to defend a Third Party Claim, containing all the Indemnitees shall reasonably cooperate with the Indemnifying Party in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party). (c) If the Indemnifying Party unconditionally and irrevocably acknowledges in writing its obligation to indemnify the Indemnitee for a Third Party Claim (subject to verification that any losses or costs in respect thereof constitute Damages and compliance with the other terms hereof), the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by attachment its terms obligates the Indemnifying Party to pay the full amount of Damages in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee (and the other members of the Buyer Group or otherwisethe Seller Group, as the case may be) such other information as such Indemnitee shall have concerning completely from all Liability in connection with such Third Party Claim. , provided, however, that, without the Indemnitee's prior written consent, the Indemnifying Party shall not consent to any settlement, compromise or discharge (iii) if including the Indemnification Claim involves consent to entry of any judgment), and the Indemnitee may refuse to agree to any such settlement, compromise or discharge that, in the reasonable opinion of the Indemnitee could reasonably be expected to materially and adversely affect the Indemnitee. If the Indemnifying Party unconditionally and irrevocably acknowledges in writing its obligation to indemnify the Indemnitee for a Third Party Claim, the procedures set forth in Section 8.5 hereof Indemnitee shall also not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be observed unreasonably withheld). (d) Any claim on account of Damages which does not involve a Third Party Claim shall be asserted by reasonably prompt written notice given by the Indemnitee and to the Indemnitors Representative; (iv) if Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnification Claim involves a matter other than a Third Indemnifying Party Claimshall not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the Indemnitors Representative extent that the Indemnifying Party shall have thirty (30) days been actually prejudiced by such failure. If the Indemnifying Party does not dispute its liability to object the Indemnitee with respect to the claim made in such Indemnification Claim notice by delivery notice to the Indemnitee prior to the expiration of a written 30-calendar-day period following the Indemnifying Party's receipt of notice of such objection to such Indemnitee specifying in reasonable detail claim, the basis for such objection. Failure to object in claim shall be conclusively deemed a timely manner shall constitute a final and binding acceptance liability of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors Indemnifying Party under this Agreement. The Indemnifying Party shall pay the amount of such Indemnification Claim within ten (10) days liability to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such amount is claim (or such portion thereof) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the Indemnifying Party and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations by the 90th day after notice of such claim was given to the Indemnifying Party, the Indemnifying Party and the Indemnitee will resolve such dispute in accordance with Section 14.11.

Procedures for Indemnification. The obligations and liabilities (a) In the case of a third party claim or demand (“Third-Party Claim”) made by any Person who is not a Party of this Agreement (or an Affiliate thereof) as to which a Party (the “Indemnitor”) may be obligated to provide indemnification pursuant to this Agreement, such Party seeking indemnification hereunder (“Indemnitee”) will notify the Indemnitor in writing of the parties with respect to an Indemnification Third-Party Claim shall be subject (and specifying in reasonable detail the factual basis for the Third-Party Claim and to the following terms extent known, the amount of the Third-Party Claim) reasonably promptly after becoming aware of such Third-Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnitor shall have been actually prejudiced as a result of such failure. (b) If a Third Party Claim is made against an Indemnitee, the Indemnitor will be entitled, within one hundred twenty (120) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof (at the expense of the Indemnitor) with counsel selected by the Indemnitor and conditionsreasonably satisfactory to the Indemnitee, for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim: (i) an Indemnification Claim shall the Indemnitor will not be made by a NM Indemnitee by delivery of a written notice liable to the Company Indemnitors' Representative requesting indemnification from Indemnitee for any legal or other expenses subsequently incurred by the Company Indemnitors and specifying Indemnitee in connection with the basis on which indemnification is sought defense thereof; provided, that if under applicable standards of professional conduct a conflict of interest exists [*] Confidential treatment requested. between the Indemnitor and the amount Indemnitee in respect of asserted Losses andsuch claim, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning the right to employ separate counsel (which shall be reasonably satisfactory to the Indemnitor) to represent such Third Party ClaimIndemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel (plus local counsels as required) for such Indemnitee; (ii) an Indemnification Claim the Indemnitee shall be made have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by a Company Indemnitee by delivery of a written notice the Indemnitor; (iii) the Indemnitor will promptly supply to the NM Indemnitors' Representative requesting indemnification Indemnitee copies of all correspondence and specifying documents relating to or in connection with such Third Party Claim and keep the basis on which indemnification is sought and the amount Indemnitee informed of asserted Losses and, developments relating to or in the case of a connection with such Third Party Claim, containing as may be reasonably requested by the Indemnitee (including providing to the Indemnitee on reasonable request updates and summaries as to the status thereof); and (iv) all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). (c) If the Indemnitor does not elect to assume control of the, defense of any Third Party Claim within the 120-day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by attachment or otherwise) such other information as such the Indemnitor, the Indemnitee shall have concerning the right, at the expense of the Indemnitor, after three (3) Business Days notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment. (iiid) if If the Indemnification Claim involves Indemnitor acknowledges in writing its obligation to indemnify the Indemnitee for a Third Third-Party Claim, the procedures set forth Indemnitee will agree to any settlement, compromise or discharge of such Third-Party Claim that the Indemnitor may recommend, exercising reasonable business judgment, that by its terms obligates the Indemnitor to pay the full amount of Third Party Liabilities (whether through settlement or otherwise) in Section 8.5 hereof shall also be observed by connection with such Third-Party Claim and unconditionally and irrevocably releases the Indemnitee completely from all Third Party Liabilities in connection with such Third-Party Claim; provided, however, that, without the Indemnitee’s prior written consent, the, Indemnitor shall not consent to any settlement, compromise or discharge (including the consent to entry of any judgment), and the Indemnitors Representative; (iv) if Indemnitee may refuse to agree to any such settlement, compromise or discharge, that provides for injunctive or other nonmonetary relief affecting the Indemnification Claim involves Indemnitee. If the Indemnitor acknowledges in writing its obligation to indemnify the Indemnitee for a matter other than a Third Third-Party Claim, the Indemnitors Representative Indemnitee shall have thirty not (30unless required by Law) days to object to admit any liability with respect to, or settle, compromise or discharge, such Indemnification Third-Party Claim by delivery of a without the Indemnitor’s prior written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner consent (which consent shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall not be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedunreasonably withheld).

Procedures for Indemnification. 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 obligations and liabilities Indemnified Party agrees to give the Indemnifying Party prompt written notice of the parties with any event, or any claim, action, suit, demand, assessment, investigation, arbitration or other proceeding by or in respect to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice third party (a "Third Party Claim") of which it has knowledge, for which such Indemnified Party is entitled to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in under this Article 10. In the case of a Third Party Claim, containing (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, but in such case the expenses of the Indemnified Party will be paid by attachment the Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party with access to the Indemnified Party's records and personnel relating to any such Third Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in the defense or otherwise) such other information as such Indemnitee shall have concerning settlement of such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought , and the amount Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in providing such access, personnel and cooperation. Upon assumption of asserted Losses andthe defense of any such Third Party Claim by the Indemnifying Party, in the case Indemnified Party will not pay, or permit to be paid, any part of a any claim or demand arising from such Third Party Claim, containing 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 attachment or otherwise) on behalf of the Indemnified Party is entered against the Indemnified Party for such other information as liability. No such Indemnitee shall Third Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, which consent will not be unreasonably withheld. If the Indemnifying Party fails to defend or fails to prosecute or withdraws from such defense, then the Indemnified Party will have concerning 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. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.

Procedures for Indemnification. The obligations Any Indemnitee entitled to indemnification pursuant to this Service Mark Xxxense Agreement shall notify the Indemnifying Party in writing, and liabilities in reasonable detail, of the parties with respect applicable Third Party Claim promptly (and in any event within 10 business days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnification Claim Indemnitee, the Indemnifying Party shall be subject entitled to participate in the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the case 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, containing (the Indemnifying Party shall not be liable to the Indemnitee for legal or other expenses subsequently incurred by attachment or otherwise) the Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such other information as such defense, the Indemnitee shall have concerning the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall have full control of such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim; (ii) an Indemnification Claim and making employees available on a mutually convenient basis to provide additional information of any material provided hereunder. Whether or not the Indemnifying Party shall be made by a Company Indemnitee by delivery of a written notice to have assumed the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case defense of a Third Party Claim, containing in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (by attachment or otherwise) such other information as such which consent shall not be unreasonably withheld); provided, however, that the Indemnitee shall have concerning the right to settle, compromise or discharge such Third Party Claim. (iii) Claim without the consent of the Indemnifying Party if the Indemnification Indemnitee releases in writing the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim involves and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the procedures set forth 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 Section 8.5 hereof connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall also not be observed entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee and the Indemnitors Representative; (ivin defending such Third Party Claim) if the Indemnification Third Party Claim involves a matter seeks an order, injunction or other equitable relief or relief for other than a money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related Third Party ClaimClaim 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 Indemnitors Representative Indemnifying Party shall have thirty (30) days be entitled to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail assume the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance defense of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedportion relating to money damages. 8 64 Section 4.04.

Procedures for Indemnification. The obligations and liabilities (a) Promptly following receipt by a Buyer Indemnified Party or a Seller Indemnified Party, as the case may be (each, an “Indemnified Party”), of notice by a third party (including any Governmental Entity) of any complaint, dispute or claim or the parties commencement of any audit, investigation, action or proceeding with respect to an Indemnification Claim which such Indemnified Party may be entitled to indemnification pursuant hereto, such Indemnified Party shall be subject provide written notice thereof to the following party obligated to indemnify under this Agreement (the “Indemnifying Party”); provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to 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 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 Buyer Claims or Seller Claims (as the case may be), shall include the reasonable fees and conditions:disbursements of counsel for the Indemnified Party as incurred. 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 matter. (b) No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party (which may not be unreasonably withheld or delayed), unless (i) the Indemnifying Party fails to assume and maintain the defense of such claim pursuant to Section 7.4(a) or (ii) such settlement, compromise or consent includes an Indemnification Claim shall be made by a NM Indemnitee by delivery unconditional release of a the Indemnifying Party and its officers, directors, employees and Affiliates from all liability arising out of, or related to, such claim. An Indemnifying Party may not, without the prior written notice consent of the Indemnified Party, settle or compromise any claim or consent to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent (x) includes an unconditional release of the Indemnified Party and its officers, directors, employees and Affiliates from all liability arising out of, or related to, such claim, (y) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the amount Indemnified Party and (z) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of asserted Losses and, in the case Indemnified Party or any of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party ClaimIndemnified Party’s Affiliates. (iiic) if In the Indemnification Claim involves event an Indemnified Party claims a Third right to payment pursuant hereto with respect to any matter not involving a third party complaint, dispute or claim, such Indemnified Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a send written notice of such objection claim to such Indemnitee specifying in reasonable detail the appropriate Indemnifying Party (a “Claim Notice”). Such Claim Notice shall specify the basis for such objectionclaim. Failure The failure by any Indemnified Party so to object in a timely manner notify the Indemnifying Party shall constitute a final and binding acceptance of not relieve the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance Indemnifying Party from any liability that it may have to such Indemnified Party with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedrespect to any claim made pursuant to this Section 7.4(c).

Procedures for Indemnification. The obligations and liabilities of (a) A Party seeking indemnification pursuant to Section 8.2 or Section 8.3 (the parties with respect to an Indemnification Claim “Indemnified Party”) shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a provide prompt written notice to the Company Indemnitors' Representative requesting Party required to provide indemnification from under Section 8.2 or Section 8.3 (the Company Indemnitors “Indemnifying Party”) of any event, claim or proceeding carried out by a third party (“Third Party Claim”) for which the Indemnified Party is entitled to indemnification under this Article VIII. The Indemnifying Party will have the right to direct, through counsel of its choice, the defense or settlement of any Third Party Claim at its own expense. The Indemnified Party may participate in such defense at its own expense. The Indemnified Party will promptly provide the Indemnifying Party with reasonable access to the Indemnified Party’s records and specifying personnel relating to any Third Party Claim during normal business hours and will otherwise cooperate with the basis on which indemnification is sought and the amount of asserted Losses and, Indemnifying Party in the case defense or settlement of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third . The Indemnifying Party Claim; (ii) an Indemnification Claim shall be made by will reimburse the Indemnified Party for all of its reasonable out of pocket costs related to a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iiib) if the Indemnification Claim involves The Indemnified Party will not pay, or permit to be paid, any part of any Loss arising from a Third Party Claim, unless the procedures set forth Indemnifying Party consents in Section 8.5 hereof shall also writing to such payment (which consent will not be observed unreasonably withheld or delayed) or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnified Party is entered against the Indemnified Party for such Loss. No Third Party Claim may be settled by the Indemnitee Indemnifying Party without the written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, unless the judgment or proposed settlement involves only the payment of money damages and the Indemnitors Representative;does not seek to impose equitable relief. (ivc) if If the Indemnification Claim involves a matter other than Indemnifying Party fails to defend a Third Party ClaimClaim or withdraws from defending such a claim, then the Indemnitors Representative shall Indemnified Party will have thirty (30) days the right to object to such Indemnification undertake the defense or settlement of the applicable Third Party Claim by delivery 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 objection to such Indemnitee specifying in reasonable detail Third Party Claim at the basis for such objection. Failure to object in a timely manner shall constitute a final sole cost and binding acceptance expense of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedIndemnifying Party.

Procedures for Indemnification. The obligations following procedures shall govern and liabilities of the parties with respect to an Indemnification Claim shall be subject a condition to the following terms and conditionsindemnification obligations arising out of this Section 6.7: (i) Upon receipt by an Indemnification Claim shall be made by Indemnified Party of notice of any action, suit, proceeding, claim, demand or assessment from a NM Indemnitee by delivery of third party which may give rise to a written notice to the Company Indemnitors' Representative requesting claim for indemnification from the Company Indemnitors Indemnifying Party, the Indemnified Party shall give prompt, written notice thereof to the Indemnifying Party indicating in reasonable detail the nature of such claim and specifying the basis on which therefor, provided that the failure to give such notice shall not be a condition to the indemnification is sought obligations hereunder except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. The Indemnifying Party shall be entitled to assume and control such defense at its expense with counsel selected by it and reasonably acceptable to the amount of asserted Losses and, in the case of a Third Indemnified Party. The Indemnified Party Claim, containing (by attachment or otherwise) shall be entitled to participate therein at its own expense after such other information as such Indemnitee shall have concerning such Third Party Claim;assumption. (ii) an Indemnification Claim With respect to third party claims or actions as to which the Indemnifying Party shall not have exercised its right to assume the defense thereof within a reasonable amount of time (but not more than thirty (30) days after notice), the Indemnified Party shall assume and control the defense of and contest such action with such counsel as the Indemnified Party may choose that is reasonably acceptable to the Indemnifying Party. The Indemnifying Party shall be made by a Company Indemnitee by delivery of a written notice entitled, at its own expense, to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, participate in the case defense of a Third any such action or claim. In the event the Indemnifying Party Claimelects not to participate in the defense of such action or claim, containing (by attachment or otherwise) such other information as such Indemnitee the Indemnified Party shall have concerning full rights to dispose of such Third Party Claimaction and enter into any compromise or settlement; provided that such compromise or settlement shall be reasonable under the circumstances and in good faith. (iii) if Both the Indemnification Claim involves a Third Indemnified Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative;Indemnifying Party shall cooperate with one another in good faith in connection with the defense, compromise or settlement of any third party claim or action. Neither shall dispose of, compromise or settle any such claim or action in a manner without the prior written consent of the other party, which consent shall not be unreasonably withheld. (iv) if the Indemnification Claim involves a matter With respect to any claim, other than a Third Party Claimthird party claim or action, for which indemnity may be sought hereunder, the Indemnitors Representative Indemnified Party shall have thirty (30) days to object to such Indemnification Claim by delivery of a give prompt, written notice of such objection thereof to such Indemnitee specifying the Indemnifying Party indicating in reasonable detail the basis for nature of such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, claim and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedbasis therefor.

Procedures for Indemnification. The obligations and liabilities of the parties with (a) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to claim, suit or written demand made by any Person against the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of Indemnified Party (a “Third Party Claim”), containing such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim and the facts known by attachment or otherwise) the Indemnified Party relating thereto as promptly as reasonably possible after receipt by such other information as such Indemnitee shall have concerning such Indemnified Party of notice of the Third Party Claim; (ii) an Indemnification Claim ; provided, however, that failure to give such notification on a timely basis shall be made by a Company Indemnitee by delivery of a written notice not affect the indemnification provided hereunder except to the NM Indemnitors' Representative requesting indemnification and specifying extent the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Indemnifying Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) delivered by such Person to the Indemnified Party relating to the Third Party Claim. (b) If the Indemnifying Party, subject to the limitations set forth in this Article VII, has conceded liability to indemnify the Indemnified Party with respect to all Losses relating to such Third Party Claim, then the Indemnifying Party shall have 20 days after receipt of the Indemnified Party’s notice of a given Third Party Claim to elect, at his, her or its option, to assume the defense of any such Third Party Claim, in which case: (i) the attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs incurred by the Indemnifying Party in connection with defending such Third Party Claim shall be payable by such Indemnifying Party; (ii) the Indemnified Party shall not be entitled to be indemnified for any costs or expenses incurred by the Indemnified Party in connection with the defenses of such Third Party Claim following the Indemnifying Party’s assumption of such defense, except for actual costs incurred in connection with the Indemnifying Party’s requests for cooperation, which costs shall be reimbursed by the Indemnifying Party; (iii) if the Indemnification Indemnified Party shall be entitled to monitor such defense at his, her or its sole expense; and (iv) the Indemnified Party shall not enter into any agreement providing for the settlement or compromise of such Third Party Claim involves or the consent to the entry of a judgment with respect to such Third Party Claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld. If the Indemnifying Party does not give notice to the Indemnified Party of his, her or its election to either assume or reject the defense of such Third Party Claim within 20 days after receipt of notice of such Third Party Claim, the procedures set forth Indemnifying Party shall be bound for all purposes by any determination made in Section 8.5 hereof shall also be observed such Third Party Claim or any compromise or settlement effected by the Indemnitee and the Indemnitors Representative;Indemnified Person. (ivc) if If (i) the Indemnification Claim involves a matter other than a Indemnifying Party has not conceded liability to indemnify the Indemnified Party with respect to all Losses relating to such Third Party Claim, or (ii) if the Indemnitors Representative Indemnifying Party elects not to defend such Third Party Claim, then (A) the Indemnified Party shall diligently defend such Third Party Claim, and (B) the Indemnified Party shall, subject to the limitations and conditions set forth in this Article VII, be entitled to indemnification under this Article VII in respect of such Third Party Claim, provided, however, that the Indemnified Party shall have thirty (30) days no right to object seek indemnification under this Article VII in respect of such Third Party Claim for any agreement providing for the settlement or compromise of such Third Party Claim or the consent to the entry of a judgment with respect to such Indemnification Third Party Claim by delivery entered into without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) If any Indemnified Party asserts the existence of a claim giving rise to Losses (but excluding Third Party Claims), such Party shall give written notice to the Indemnifying Party. Such written notice shall state that it is being given pursuant to this Section 7.4, specify, in reasonable detail, the nature and amount of the claim (to the extent they are capable of determination). If such Indemnifying Party, within 60 days after receipt of such objection notice by Indemnifying Party and Indemnifying Party’s attorney, shall not give written notice to such Indemnitee specifying in reasonable detail the basis for Indemnified Party announcing such objection. Failure Indemnifying Party’s intent to object in a timely manner shall constitute a final and binding acceptance contest such assertion of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitorssuch Indemnified Party, and the Indemnification Claim such assertion shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative deemed accepted and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim claim shall be deemed a valid claim and constitute Losses for all purposes under this Article VII. If, however, such Indemnifying Party contests such assertion of a claim by giving such written notice to the Indemnified Party within ten said period, then the Parties shall act in good faith to reach agreement regarding such claim. If litigation or arbitration shall arise with respect to any such claim, the prevailing Party shall be entitled to reimbursement of costs and expenses incurred in connection with such litigation or arbitration (10) days of the date such amount is determinedincluding reasonable attorneys’ fees and expenses and investigation costs).

Procedures for Indemnification. The obligations and liabilities of the parties with respect (a) If a claim for Damages (an “Indemnity Claim”), other than Third-Party Claims under Section 8.5(b) below, is to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a Person entitled to indemnification under this Article VIII (an “Indemnified Party”), such party shall give written notice briefly describing the claim and the total monetary damages sought (each, a “Notice”) to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on Seller or Buyer, as applicable (each an “Indemnifying Party”) as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which gives rise to Damages for which indemnification is may be sought under this Article VIII. Any failure to submit any such notice of claim to the Indemnifying Party shall not relieve any Indemnifying Party of any liability hereunder, except to the extent that the Indemnifying Party demonstrates that the Indemnifying Party was actually prejudiced by such failure. The Indemnifying Party shall be deemed to have accepted the Notice and the Indemnifying Party shall be deemed to have agreed to pay the Table of Contents Damages at issue if the Indemnifying Party does not send a notice of disagreement to the Indemnified Party within thirty (30) calendar days after receiving the Notice. If the Indemnifying Party does not send a notice of disagreement to the Indemnified Party within thirty (30) calendar days after receiving the Notice, the Indemnifying Party shall promptly pay to the Indemnified Party the amount sufficient to pay the Damages. (b) If an Indemnity Claim is to be made by an Indemnified Party entitled to indemnification hereunder in respect of, arising out of asserted Losses or involving a claim made by any third party (each, a “Third-Party Claim”) against the Indemnified Party, the Indemnified Party shall give a Notice to the Indemnifying Party as soon as practicable after becoming aware of such Third-Party Claim. The failure of any Indemnified Party to give timely Notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates that the Indemnifying Party was actually prejudiced by such failure. After such Notice, if the Indemnifying Party acknowledges in writing to an Indemnified Party that the Indemnifying Party is liable and has indemnity obligations for any Damages resulting from any such Third-Party Claim (and, in the case of a Third Party ClaimSeller is the Indemnifying Party, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall if Buyer consents, which consent may be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification withheld in Buyer’s sole and specifying the basis on which indemnification is sought and the amount of asserted Losses absolute discretion, and, further, in the case Buyer is the Indemnifying Party, if Seller consents, which consent may be withheld in Seller’s sole and absolute discretion), then the Indemnifying Party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of a Third the defense and investigation of such Third-Party Claim, containing (ii) to employ and engage attorneys of its own choice (provided that such attorneys are reasonably acceptable to the Indemnified Party) to handle and defend the same, unless the named parties to such action or proceeding include the Indemnified Party and the Indemnifying Party, and any such Indemnified Party has been advised in writing by attachment counsel that there may be one or otherwise) more legal defenses available to such other information as Indemnified Party that are different from or additional to those available to the Indemnifying Party, in which event such Indemnitee Indemnified Party shall have concerning such Third Party Claim. be entitled, at the Indemnifying Parties’ cost, risk and expense, to separate counsel of its own choosing, and (iii) if to compromise or settle such claim, which compromise or settlement shall be made only with the Indemnification Claim involves a Third written consent of the Indemnified Party, such consent not to be unreasonably withheld, provided that any such compromise or settlement shall provide for the absolute and unconditional release of the Indemnified Parties from any Liability with respect to such Third-Party Claim. If the Indemnifying Party assumes the defense of a Third-Party Claim (to the extent permitted above), the procedures set forth Indemnified Party shall cooperate in Section 8.5 hereof all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Third-Party Claim and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall also be observed by cooperate with each other in any notifications to insurers. If the Indemnitee and Indemnifying Party fails to assume the Indemnitors Representative; defense of such claim within fifteen (iv15) if calendar days after receipt of the Indemnification Claim involves Notice (whether as a matter other than a Third Party Claimresult of its election not to assume such defense or, as applicable, the Indemnitors Representative shall refusal of Buyer or Seller to grant a request of the other to assume such defense), the Indemnified Party against which such claim has been asserted will have thirty (30) days the right to object to such Indemnification Claim by delivery of a written notice undertake, at the Indemnifying Parties’ cost, risk and expense, the defense, compromise or settlement of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Third-Party Claim by the Indemnitors Representative on behalf of all and for the subject Indemnitorsaccount and risk of the Indemnifying Parties; provided, however, that such claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, Table of Contents compromise or settlement; provided, however, that the Indemnifying Party may, at its own cost, participate in the investigation, trial and the Indemnification Claim defense of such lawsuit or action and any appeal arising therefrom. The Indemnifying Party shall be paid liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with subsection this Section 8.5 and for any final judgment (v) hereof; and (v) upon determination subject to any right of appeal), and each Indemnifying Party agrees to indemnify and hold harmless the amount of an Indemnification Claim, whether Indemnified Party from and against any Damages by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount reason of such Indemnification Claim within ten (10) days of the date such amount is determinedsettlement or judgment.

Procedures for Indemnification. The obligations and liabilities Promptly after receipt by an indemnified party under Section 10.01 or 10.02 of notice of the parties with commencement of any action for which indemnification may be available under Section 10.01 or 10.02, such indemnified party shall, if a claim in respect thereof is to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written against an indemnifying party under such action, give notice to the Company Indemnitors' Representative requesting indemnification from indemnifying party of the Company Indemnitors and specifying commencement thereof, but the basis on which indemnification failure to do so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is sought and the amount of asserted Losses and, in the prejudiced thereby. In case of a Third Party Claim, containing (by attachment or otherwise) any such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim action shall be made by a Company Indemnitee by delivery of a written brought against an indemnified party and it shall give notice to the NM Indemnitors' Representative requesting indemnification indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall elect, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and specifying costs and expenses of legal counsel, if the basis on which indemnification is sought indemnified party and the amount indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more defenses available to it and not available to the indemnifying party. If an indemnifying party assumes the defense of asserted Losses and, in the case of a Third Party Claim, containing such an action (by attachment a) no compromise or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also settlement thereof may be observed effected by the Indemnitee and indemnifying party without the Indemnitors Representative; indemnified party's consent (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative which shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.not be

Procedures for Indemnification. The obligations (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) (a "Third Party Claim") as to which one or more parties (collectively, the "Indemnifying Party") may be obligated to provide indemnification pursuant to this Agreement, such Indemnitee will notify the Indemnifying Party in writing, and liabilities in reasonable detail, of the parties with respect Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect -------- ------- the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (b) If a Third Party Claim is made against an Indemnification Claim shall be Indemnitee and the Indemnifying Party unconditionally and irrevocably acknowledges in writing its obligation to indemnify the Indemnitee therefor (subject to verification that any losses or costs in respect thereof constitute Damages and compliance with the following other terms hereof), 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 and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice reasonably satisfactory to the Company Indemnitors' Representative requesting indemnification from Indemnitee. Should the Company Indemnitors and specifying Indemnifying Party so elect to assume the basis on which indemnification is sought and the amount of asserted Losses and, in the case defense of a Third Party Claim, containing (the Indemnifying Party will not be liable to the 62 Indemnitee for any legal or other expenses subsequently incurred by attachment or otherwise) the Indemnitee in connection with the defense thereof; provided that, if in any Indemnitee's reasonable judgment a conflict of interest exists in respect of such other information as claim, such Indemnitee shall have concerning the right to employ separate counsel (which shall be reasonably satisfactory to the Indemnifying Party) and one local counsel to represent such Indemnitee and in that event the reasonable fees and expenses of each such counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense (except as otherwise provided in the preceding sentence), separate from the counsel employed by the Indemnifying Party. 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 or if it does not expressly elect to assume the defense thereof (including acknowledging its indemnification obligation as aforesaid). If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim; Claim and keep the Indemnitee fully informed of all developments relating to or in connection with such Third Party Claim (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice including providing to the NM Indemnitors' Representative requesting indemnification Indemnitee on request updates and specifying summaries as to the basis on which indemnification is sought and status thereof). If the amount of asserted Losses and, in the case of Indemnifying Party chooses to defend a Third Party Claim, containing all the Indemnitees shall reasonably cooperate with the Indemnifying Party in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party). (c) If the Indemnifying Party unconditionally and irrevocably acknowledges in writing its obligation to indemnify the Indemnitee for a Third Party Claim (subject to verification that any losses or costs in respect thereof constitute Damages and compliance with the other terms hereof), the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by attachment its terms obligates the Indemnifying Party to pay the full amount of Damages in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee (and the other members of the Buyer Group or otherwisethe Seller Group, as the case may be) such other information as such Indemnitee shall have concerning completely from all Liability in connection with such Third Party Claim. , provided, however, that, without the Indemnitee's prior written consent, the -------- ------- Indemnifying Party shall not consent to any settlement, compromise or discharge (iii) if including the Indemnification Claim involves consent to entry of any judgment), and the Indemnitee may refuse to agree to any such settlement, compromise or discharge that, in the reasonable opinion of the Indemnitee could reasonably be expected to materially and adversely affect the Indemnitee. If the Indemnifying Party unconditionally and irrevocably acknowledges in writing its obligation to indemnify the Indemnitee for a Third Party Claim, the procedures set forth in Section 8.5 hereof Indemnitee shall also not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be observed unreasonably withheld). (d) Any claim on account of Damages which does not involve a Third Party Claim shall be asserted by reasonably prompt written notice given by the Indemnitee and to the Indemnitors Representative; (iv) if Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnification Claim involves a matter other than a Third Indemnifying Party Claimshall not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the Indemnitors Representative extent that the Indemnifying Party shall have thirty (30) days been actually prejudiced by such failure. If the Indemnifying Party does not dispute its liability to object the Indemnitee with respect to the claim made in such Indemnification Claim notice by delivery notice to the Indemnitee prior to the expiration of a written 30- calendar-day period following the Indemnifying Party's receipt of notice of such objection to such Indemnitee specifying in reasonable detail claim, the basis for such objection. Failure to object in claim shall be conclusively deemed a timely manner shall constitute a final and binding acceptance liability of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors Indemnifying Party under this Agreement. The Indemnifying Party shall pay the amount of such Indemnification Claim within ten (10) days liability to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such amount is claim (or such portion thereof) becomes finally determined.. If the Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the Indemnifying Party and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations by the 90th day after notice of such claim was given to the Indemnifying Party, the Indemnifying Party and the Indemnitee will resolve such dispute in accordance with Section 14.11. -------------

Procedures for Indemnification. The obligations and liabilities of the parties with respect If an Indemnified Party intends to an Indemnification Claim seek indemnification pursuant to this Article IV, such Indemnified Party shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a promptly provide written notice to the Company Indemnitors' Representative requesting indemnification party from the Company Indemnitors and specifying the basis on which whom indemnification is being sought and (the amount of asserted Losses and“Indemnifying Party”), in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, writing in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in accordance with Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice 7.1 of such objection to claim describing such Indemnitee specifying claim in reasonable detail including the sections of this Agreement which form the basis for such objection. Failure to object in a timely manner shall constitute a final claim, copies of all material written evidence thereof and binding acceptance the estimated amount of the Indemnification Claim Indemnifiable Losses that have been or may be sustained by the Indemnitors Representative on behalf Indemnified Party; provided, that the failure to provide such notice shall only affect the obligations of all the subject IndemnitorsIndemnifying Party unless and to the extent 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, 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 Indemnification Claim Indemnified Party shall cooperate with the Indemnifying Party in connection with the settlement or defense of such claim; 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 paid 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 accordance with subsection (v) hereof; and (v) upon determination the reasonable judgment of the amount of an Indemnification Claim, whether by agreement between Indemnified Party for the Indemnitors Representative same counsel to represent both the Indemnified Party and the Indemnitee or otherwiseIndemnifying Party, then the Indemnified Party shall be entitled to retain one law firm at the Indemnifying Party’s expense. Notwithstanding anything in this Section 4.4 to the contrary, the Indemnitors shall pay Indemnifying Party may, without the amount consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment which is solely for money damages, which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a duly executed written release of the Indemnified Party from all liability in respect of such Indemnification Claim within ten (10) days action, which release shall be reasonably satisfactory in form and substance to counsel for the Indemnified Party, and 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 not pay or settle any such claim without the written consent of the date such amount is determinedIndemnifying Party, which consent shall not be unreasonably withheld or delayed.

Procedures for Indemnification. 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 has become obligated to it pursuant to Section 7.1 or 7.2, or if any claim is begun, made or instituted as a result of which the other party may become obligated to a Party Indemnitee hereunder, such Party Indemnitee shall give prompt notice to the other party. The obligations Party Indemnitee shall permit the other party (at its expense) to assume the defense of any claim; provided, however, that (a) the counsel for the other party who shall conduct the defense shall be reasonably satisfactory to the Party Indemnitee, (b) the Party Indemnitee may participate in such defense at its expense, and liabilities (c) the omission by the Party Indemnitee to give notice as provided herein shall not relieve the other party of its indemnification obligation except to the extent that such omission results in a failure of actual notice to the other party and the other party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the parties Party Indemnitee, the other party shall not, in the defense of any such claim, consent to entry of any judgment or enter into any settlement 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 each claimant or plaintiff to such Party Indemnitee of a release from all liability with respect to an Indemnification Claim such claim or litigation. In the event that the Party Indemnitee shall be 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 following terms and conditions: (i) an Indemnification Claim shall other party might be made by a NM expected to affect adversely the ability of the Party Indemnitee by delivery 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 a written notice those that may be available to the Company Indemnitors' Representative requesting indemnification from other party in respect of such claim relating thereto, the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third 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 Claim; (ii) an Indemnification Claim Indemnitee does so take over and assume control, the Party Indemnitee shall not settle such claim without the prior written consent of every other party, such consent not to be made by a Company Indemnitee by delivery unreasonably withheld. In the event that every other party does not accept and continue the defense of a written notice to any matter as provided above, the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning the full right to defend against any such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee claim and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid entitled to settle or agree to pay in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of full such Indemnification Claim within ten (10) days of the date such amount is determinedclaim.

Procedures for Indemnification. (a) Any Person making a claim for indemnification under this ARTICLE VI is referred to herein as an “Indemnified Party”. The obligations and liabilities Person from whom indemnification is sought is referred to herein as the “Indemnifying Party”. Promptly after receiving notice of any Proceeding, investigation, demand or other claim against the parties with respect to Indemnified Party by a third party (a “Third Party Claim”), the Indemnified Party shall provide written notice of such claim (any such written notice, an “Indemnification Claim shall be Notice”) to: (i) the Purchaser subject to the following terms indemnification claim, if the Third Party Claim arises under Section 6.2 and conditions:(ii) the Sellers’ Representative, if the Third Party Claim arises under Section 6.3. Each such Indemnification Notice shall describe in reasonable detail the applicable Third Party Claim, including the facts giving rise to such claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known); provided, that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure. The Indemnified Party shall also provide such other information with respect thereto as the Indemnifying Party may reasonably request. (b) 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 within twenty (20) Business Days after receipt of the Indemnification Notice if the Indemnifying Party acknowledges in writing the Indemnifying Party’s obligation to indemnify the Indemnified Party against any Losses that may result from such Third Party Claim and by appointing a reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided, that the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, that the fees and expenses of such separate counsel shall be borne by the Indemnified Party and shall not be recoverable from such Indemnifying Party under this ARTICLE VI. Notwithstanding the foregoing, if the Indemnified Party shall have determined in good faith, and upon advice of counsel, that an actual conflict of interest makes representation of the Indemnifying Party and the Indemnified Party by the same counsel inappropriate, then the Indemnified Party may, upon notice to the Indemnifying Party, engage separate counsel, and the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party to the extent the Third Party Claim is indemnifiable hereunder. (c) Upon assumption of the defense of any such Third Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of the Third Party Claim, unless the Indemnifying Party consents in writing to such payment. Notwithstanding anything to the contrary herein, the Indemnifying Party shall not compromise or settle, or admit any Liability with respect to, any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless the relief (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, not in the case respect of a Third Party ClaimClaim for Taxes, containing (by attachment ii) consists solely of money damages (all of which the Indemnifying Party shall pay) and (iii) includes a provision whereby the plaintiff or otherwise) claimant in the matter releases the Indemnified Party from all Liability with respect thereto; provided, however, that if the Indemnified Party fails to consent to such other information as settlement or compromise and such Indemnitee shall have concerning settlement or compromise does not include injunctive relief, the Liability of the Indemnifying Party with respect to such Third Party Claim; (ii) an Indemnification Claim under this Agreement shall be made by a Company Indemnitee by delivery of a written notice limited to the NM Indemnitors' Representative requesting indemnification amount that would have otherwise been payable had the Indemnifying Party entered into such settlement or compromise. The party assuming the defense of such claim shall provide the other party with updates and specifying information regarding the basis on which indemnification is sought and proceedings, as well as any settlement proposals made. In the amount event that the Indemnified Party assumes the defense of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a any Third Party Claim, the procedures set forth in Section 8.5 hereof Indemnifying Party shall also be observed entitled to request the Indemnified Party to accept any settlement proposed by or agreed upon by the Indemnitee applicable third party, as long as such settlement is entirely monetary and the Indemnitors Representative;Indemnifying Party is willing to provide full indemnification in connection thereto. (ivd) if In all cases, the Indemnified Party shall provide its reasonable cooperation with the Indemnifying Party in defense of claims or litigation relating to Third Party Claims, including by making employees, information and documentation reasonably available. If the Indemnifying Party shall not, within twenty (20) Business Days of receiving the Indemnification Claim involves a matter other than a Notice, notify the Indemnified Party that it shall assume the defense of any such Third Party Claim, or fails to defend or withdraws from the Indemnitors Representative defense of any such Third Party Claim or the Indemnifying Party is any Seller and the claim(s) relate to or arise in connection with any Purchaser Defensible Matter, the Indemnified Party may defend against such matter in a manner consistent with the above provisions regarding conduct of the defense by the Indemnified Party; provided, that the Indemnified Party may not settle any such matter without the written consent of the Indemnifying Party (which consent shall have not be unreasonably withheld, conditioned or delayed). Any of following shall constitute a “Purchaser Defensible Matter”: (i) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to or materially injure the Indemnified Party’s reputation or future business prospects, (iii) the claim seeks an injunction or equitable relief against the Indemnified Party, (iv) the Indemnified Party has been advised by counsel to the effect that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party or (v) the estimated Loss is less than (and would not cause the aggregate of all Losses to exceed) the Basket Amount. (e) The Indemnified Party shall provide written notice of claim that is not a Third Party Claim to: (i) the Purchaser subject to the indemnification claim, if such claim arises under Section 6.2 and (ii) the Sellers’ Representative, if such claim arises under Section 6.3. Such claim shall describe in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known); provided, that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that (and only to the extent that) the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party shall also provide such other information with respect thereto as the Indemnifying Party may reasonably request. (f) In the event that the Indemnifying Party does not notify the Indemnified Party that it disputes either a Third Party Claim or another claim within thirty (30) days from receipt of the claim notice, the Indemnifying Party will be deemed to object to have acknowledged liability for such Indemnification Claim by delivery claim and the Sellers shall promptly pay such claim. If the Indemnifying Party disputes the validity or amount of a written any such claim, the Indemnifying Party shall so notify the Indemnified Party in writing within thirty (30) days after receipt of the claim notice of such objection to such Indemnitee specifying in reasonable detail the basis for points of disagreement. If any dispute is not resolved within thirty (30) days after the Indemnified Party receives a dispute notice, then either of such objection. Failure parties can initiate an action pursuant to object Section 7.10; provided however, that, unless the applicable Indemnified Party initiates legal proceedings pursuant to such claim (whether a Third Party Claim or otherwise) within 90 days following the receipt of a dispute notice, such claim shall be deemed as if determined in a timely manner shall constitute a final and binding acceptance favor of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; andIndemnifying Party. (vg) upon determination of the amount of an Indemnification ClaimSubject to this ARTICLE VI, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days after any final decision, judgment or award shall have been rendered by a Governmental Authority with competent jurisdiction (and a resolution of any appeal therefrom and the expiration of the date time in which to appeal therefrom), or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement, in each case, with respect to a claim hereunder (i) if the claim for indemnification was brought pursuant to Section 6.2, the indemnifying Purchaser shall pay or cause to be paid all sums due and owing to the Seller Indemnified Party in immediately available funds to an account specified by the Seller Indemnified Party and (ii) if the claim for indemnification was brought pursuant to Section 6.3, the Indemnifying Party shall pay or cause to be paid all sums due and owing to the Purchaser Indemnified Party in immediately available funds to an account specified by the Purchaser Indemnified Party (all subject to the other provisions of this ARTICLE VI). (h) Notwithstanding anything to the contrary in this Section 6.6, in the event that a Purchaser Indemnified Party brings a claim for indemnification under Section 6.3(iii) and such amount claim relates to the breach of a representation or warranty or covenants by one Seller (a “Solo Shareholder Claim”), then, solely for purposes of this ARTICLE VI, (i) only the Seller that is determinedsubject to such Solo Shareholder Claim (the “Solo Shareholder”) shall be considered a Seller Indemnifying Party, and (ii) the Solo Shareholder shall serve the role of Sellers’ Representative for purposes of the Solo Shareholder Claim under this ARTICLE VI, mutatis mutandis (all of the foregoing, without derogating from any other provision of this ARTICLE VI which shall apply mutatis mutandis).

Procedures for Indemnification. The obligations (a) If there occurs an event that any party asserts is an indemnifiable event pursuant to Section 4.1 and liabilities 4.2, the party seeking indemnification (the “Indemnitee”) shall promptly provide notice (the “Notice of Claim”) to the other Party obligated to provide indemnification (the “Indemnifying Party”). Providing the Notice of Claim shall be a condition precedent to any Liability of the parties Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder but only if and to the extent that such failure prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnitee and it shall provide a Notice of Claim to the Indemnifying Party of the commencement 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 Indemnitee of such election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the Indemnitee, in connection with the defense thereof; provided, however, that if the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest, then the Indemnitee shall have the right to defend, at the sole cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, if the Indemnifying Party wishes to assume the defense of such asserted liability, the Indemnitee shall have the right to participate (but not control) at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the written consent of each Indemnitee, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the release of the Indemnitee from all Liability in respect to such claim or litigation or that does not solely require the payment of money damages by the Indemnifying Person. The Indemnifying Party agrees to afford the Indemnitee and its counsel the opportunity to be present at, and to participate in (but not control), conferences with all Persons, including any Governmental or Regulatory Authority, asserting any Claim against the Indemnitee or conferences with representatives of or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, settle any Claim on terms that provide for (i) a criminal sanction against the Indemnitee or (ii) injunctive relief affecting the Indemnitee. (b) Upon receipt of a Notice of Claim, the Indemnifying Party shall have twenty (20) calendar days (or such shorter period as may be appropriate under the circumstances) to contest its indemnification obligation with respect to an Indemnification Claim shall be subject to such claim, or the following terms and conditions: (i) an Indemnification Claim shall be made amount thereof, by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from Indemnitee (the Company Indemnitors and specifying “Contest Notice”); provided, however, that if, at the basis on which indemnification time a Notice of Claim is sought and submitted to the Indemnifying Party the amount of asserted Losses andthe Loss in respect thereof has not yet been determined, such twenty (20) day period in respect of, but only in respect of the amount of the Loss, shall not commence until a further written notice (the “Notice of Liability”) has been sent or delivered by the Indemnitee to the Indemnifying Party setting forth the amount of the Loss incurred by the Indemnitee that was the subject of the earlier Notice of Claim. Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party to the claim, and if the objection relates to the amount of the Loss asserted, the amount, if any, that the Indemnifying Party believes is due the Indemnitee, and any undisputed amount shall be promptly paid over to the Indemnitee. If no such Contest Notice is given within such twenty (20) day period, the obligation of the Indemnifying Party to pay the Indemnitee the amount of the Loss set forth in the case Notice of a Third Party Claim, containing or subsequent Notice of Liability, shall be deemed established and accepted by the Indemnifying Party subject to the terms and conditions of this Article IV. (by attachment or otherwisec) If the Indemnifying Party fails to assume the defense of such other information as Claim or, having assumed the defense and settlement of such Indemnitee Claim, fails to reasonably contest such Claim in good faith, the Indemnitee, without waiving its right to indemnification, may assume, at the cost of the Indemnifying Party, the defense and settlement of such Claim; provided, however, that (i) the Indemnifying Party shall have concerning be permitted to join in the defense and settlement of such Third Party Claim; Claim and to employ counsel at its own expense, (ii) an Indemnification Claim the Indemnifying Party shall be made by a Company cooperate with the Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case defense of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed any manner reasonably requested by the Indemnitee and (iii) the Indemnitors Representative;Indemnitee shall not settle such Claim without soliciting the views of the Indemnifying Party and giving them due consideration. (ivd) if the Indemnification Claim involves a matter other than a Third The Indemnifying Party Claim, the Indemnitors Representative shall have thirty (30) days make any payment required to object be made under this Article in cash when bills are received or expenses are incurred. Any payments required to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection by an Indemnifying Party under this Article that are not paid within fifteen (v15) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) business days of the date on which such amount is determinedobligation becomes final shall thereafter be deemed delinquent, and the Indemnifying Party shall pay to the Indemnitee, immediately upon demand, interest at the rate of ten percent (10%) per annum, not to exceed the maximum non-usurious rate allowed by applicable Law, from the date such payment becomes delinquent to the date of payment of such delinquent sums, which interest shall be considered to be Losses of the Indemnitee.

Procedures for Indemnification. The obligations and liabilities (a) Promptly after receipt by a Buyer Indemnified Party or Seller Indemnified Party, as applicable (the “Indemnified Party”), of written notice of the parties assertion or the commencement of any claim or other litigation by a third party with respect to an Indemnification Claim any matter referred to in Sections 8.2(a), 8.2(b) or 8.2(c), or 8.3(a), 8.3(b) or 8.3(c), the Indemnified Party shall give written notice thereof to Seller or Buyer, as applicable (the “Indemnifying Party”), which notice shall include a description of the claim or litigation and the estimated amount of Losses asserted in connection therewith (to the extent known and quantifiable) and the basis for the claim or litigation, and thereafter shall keep the Indemnifying Party reasonably informed with respect thereto; provided, however, that failure of the Indemnified Party to give such notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby. (b) The Indemnifying Party shall be entitled to participate in the defense of such claim or litigation giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s expense, and at its option (subject to the following terms and conditionslimitations set forth below), to be exercised by giving written notice to the Indemnified Party, shall be entitled to assume the defense thereof at the Indemnifying Party’s expense by appointing a reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided, however, that: (i) an Indemnification Claim the Indemnified Party shall be made entitled to participate in the defense of such claim or litigation and to employ counsel of its choice for such purpose, so long as the fees and expenses of such separate counsel are borne by a NM Indemnitee by delivery the Indemnified Party; provided, that if in the reasonable opinion of a written notice counsel to the Company Indemnitors' Representative requesting indemnification Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Company Indemnitors and specifying Indemnifying Party; or (B) there exists a conflict of interest between the basis on which indemnification is sought Indemnifying Party and the amount Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable documented and out-of-pocket fees and expenses of asserted Losses and, in counsel to the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party ClaimIndemnified Party; (ii) the Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the reasonable documented and out-of-pocket fees and expenses of counsel retained by the Indemnified Parties if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action or indictment; or (B) the claim seeks an Indemnification Claim shall be made by a Company Indemnitee by delivery injunction or equitable relief against an Indemnified Party; (iii) at any time during the pendency of a such claim or any litigation or other proceeding relating thereto, the Indemnified Party may assume control of the defense and settlement of such claim upon prior written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Indemnifying Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Indemnifying Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative;fails to diligently defend such claim; and (iv) if the Indemnification Claim involves a matter other than a Third Indemnifying Party Claimassumes control of the defense of any such claim or litigation, the Indemnitors Representative Indemnified Party shall agree to any settlement, compromise or discharge of such claim or litigation that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of Losses in connection with such claim or litigation and does not impose any financial or other material obligations or material restrictions on the Indemnified Party in any manner; provided, however, that the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of a claim or litigation or ceasing to defend such claim or litigation if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities with respect to such claim or litigation, with prejudice. (c) In order for any Indemnified Party to be entitled to any indemnification pursuant to this Article VIII for a Loss that does not result from any claim or other litigation by a third party, the Indemnified Party shall notify the Indemnifying Party in writing within ten (10) Business Days of such Indemnifying Party becoming aware of the event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis of such claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to object respond in writing to such Indemnification Claim by delivery claim, during which thirty (30) day period the Indemnified Party shall give the Indemnifying Party reasonable access to the books, records and assets of the Indemnified Party which evidence or support such claim or the act, omission or occurrence giving rise to such claim and the right, upon prior notice during normal business hours, to interview any Representative of such Indemnified Party, including outside legal counsel, accountants and financial advisors of the Indemnified Party related thereto. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall proceed to negotiate a written resolution of such dispute for a period of thirty (30) days. If after the conclusion of such thirty (30) day period the dispute has not been resolved, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (d) The procedures for providing the Escrow Agent notice of such objection to such Indemnitee specifying in reasonable detail any claims against the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim Holdback Amount by the Indemnitors Representative on behalf Indemnified Parties, the resolution of all any disputes in connection with the subject IndemnitorsHoldback Amount, and the Indemnification Claim release of any portion of the Holdback Amount to Seller or the Buyer Indemnified Parties shall be paid addressed in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedEscrow Agreement.

Procedures for Indemnification. The obligations and liabilities of the parties with respect to an Indemnification Claim procedures for indemnification shall be subject to the following terms and conditionsas follows: (ia) an Indemnification Claim The party claiming the indemnification (the "Indemnified Party") shall be made by a NM Indemnitee by delivery of a written promptly give notice to the Company Indemnitors' Representative requesting indemnification party from whom the Company Indemnitors and specifying the basis on which indemnification is sought claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of asserted Losses andthe claim. If the claim relates to an action, in suit, or proceeding filed by a third party against the case Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of a Third Party Claimsuch action, containing (by attachment suit, or otherwise) such other information as such Indemnitee proceeding shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice been given to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party ClaimIndemnified Party. (iiib) if Following receipt of notice from the Indemnification Claim involves Indemnified Party of a Third Party Claimclaim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Indemnifying Party Claim, the Indemnitors Representative shall have thirty (30) days in which to object make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such Indemnification Claim by delivery of a written notice of such objection notice, the Indemnifying Party shall immediately pay to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance Indemnified Party the full amount of the Indemnification Claim by claim. Buyer shall be entitled to apply any or all of the Indemnitors Representative Accounts Receivable collected on behalf of all Sellers to a claim as to which Buyer is entitled to indemnification hereunder. If the subject Indemnitors47 Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or to assume control of the defense of such claim, and the Indemnification Claim Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be paid bound by the results obtained in accordance good faith by the Indemnified Party with subsection (v) hereof; andrespect to such claim. (vf) upon determination The indemnification rights provided in Sections 10.2 and 10.3 hereof shall extend to the shareholders, directors, officers, members, partners, agents, employees, and representatives of the amount of an Indemnification ClaimIndemnified Party, whether by agreement between although for the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days purpose of the date procedures set forth in this Section 10.4, any indemnification claims by such amount is determinedparties shall be made by and through the Indemnified Party.

Procedures for Indemnification. The obligations and liabilities of the parties with respect to (a) An indemnification claim (an Indemnification Claim shall be subject to the following terms and conditions: (i"INDEMNIFICATION CLAIM") an Indemnification Claim shall will be made by a NM Indemnitee the party to be indemnified (the "IDEMNITEE") by delivery of a written notice declaration to the Company Indemnitors' Representative requesting indemnification from party to indemnify (the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise"INDEMNITOR") such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claimclaim from a person not a party to this Agreement or an affiliate thereof (a "THIRD PARTY CLAIM"), containing (by attachment or otherwise) such other relevant information as such Indemnitee shall may have concerning such Third Party Claim. (iiib) if If the Indemnification Claim involves a Third Party Claim, Claim the procedures set forth in Section 8.5 SECTION 12.5 hereof shall also will be observed by the Indemnitee and the Indemnitors Representative;Indemnitor. (ivc) if If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall Indemnitor will have thirty (30) 10 days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in to the extent reasonable detail given the information available to Indemnitor the basis for such objection. Failure to timely so object in a timely manner shall will constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, Indemnitor and the Indemnification Claim shall will be paid in accordance with subsection (v) hereof; andSECTION 12.4(d). If any objection is timely interposed by the Indemnitor and the dispute is not resolved within 15 days from the delivery of such objection, such dispute will be resolved by litigation, or, if mutually agreeable by Indemnitor and Indemnitee, by arbitration or mediation. (vd) upon Upon determination of the amount of an Indemnification Claim (including a Third Party Claim), whether by agreement between the Indemnitors Representative Indemnitor and the Indemnitee Indemnitee, by an arbitration award or otherwise, the Indemnitors shall Indemnitor will pay the amount of such Indemnification Claim within ten (10) 10 days of the date such amount is determineddetermined in writing.

Procedures for Indemnification. The obligations and liabilities (a) No Party will 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”) to the Party from whom indemnification is sought (the “Indemnifying Party”) prior to the expiration of the parties applicable survival period, if any, set forth in Section 10.1. If any third party notifies the Indemnified Party with respect to an Indemnification any matter which may give rise to a Claim shall be subject for indemnification (a “Third Party Claim”) against the Indemnifying Party under this Article X, then the Indemnified Party will notify the Indemnifying Party promptly thereof in writing and in any event within 15 days after receiving notice from a third party; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the following terms extent that, the Indemnifying Party is prejudiced thereby. All notices given pursuant to this Section 10.4 will describe with reasonable specificity the Third Party Claim and conditions: (i) an Indemnification the basis of the Indemnified Party’s Claim shall be made by a NM Indemnitee by delivery for indemnification. Once the Indemnified Party has given notice of a written notice the Third Party Claim to the Company Indemnitors' Representative requesting indemnification from Indemnifying Party, the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses Indemnifying Party will be entitled to participate therein and, to the extent it chooses to do so, to assume the defense thereof with counsel of its choice; provided, however, the Indemnified Party may participate in (but not control) such defense, and after notice of its election to assume the case defense thereof, the Indemnifying Party will 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 a the Third Party Claim, containing (by attachment or otherwise) other than reasonable costs of investigation, unless the Indemnifying Party does not actually assume the defense thereof following notice of such other information as election. If the Indemnifying Party does not assume the defense of such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by Indemnified Party will have the Indemnitee and right to undertake the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a defense of such Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery counsel or other representatives of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative its own choosing, on behalf of all and for the account and risk of the Indemnifying Party (subject Indemnitorsto the limitations on the Indemnifying Party’s obligations to indemnify otherwise set forth in this Article X and to the right of the Indemnifying Party to assume the defense of or opposition to such Third Party Claim at any time prior to settlement, compromise or final determination thereof). (b) Neither the Indemnified Party nor the Indemnifying Party will consent to the entry of any judgment or enter into any settlement of any Third Party Claim that might give rise to liability of the other Party under this Article X without such Party’s consent, which will not be unreasonably withheld or delayed. If the Indemnifying Party elects to settle any such Third Party Claim, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination Indemnified Party refuses to consent to such compromise or settlement, then the liability of the amount of an Indemnification Claim, whether by agreement between Indemnifying Party to the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay Indemnified Party will be limited to the amount of such Indemnification Claim within ten (10) days of offered by the date such amount is determinedIndemnifying Party in compromise or settlement.

Procedures for Indemnification. (a) The obligations and liabilities Indemnified Party seeking indemnification under this Agreement shall promptly notify the party against whom indemnification is sought (the "Indemnifying Party") of the parties assertion of any claim, or the commencement of any action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to an Indemnification Claim timely give such notice or at all shall be subject not relieve the Indemnifying Party of any liability hereunder (unless and to the following terms and conditions: (i) an Indemnification Claim extent the Indemnifying Party has suffered prejudice by such failure). The Indemnifying Party shall be made have the right, but not the obligation, exercisable by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification Indemnified Party within 30 days of receipt of notice from the Company Indemnitors and specifying Indemnified Party of the basis on which indemnification is sought and the amount commencement of asserted Losses andor assertion of any claim, in the case of action, suit or proceeding by a Third Party in respect of which indemnity may be sought hereunder (a "Third-Party Claim"), containing to assume the defense and control the settlement of such Third-Party Claim that (i) involves (and continues to involve) solely money damages or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by attachment the Third Party and the claims for equitable relief are incidental to the claims for money damages. (b) The Indemnifying Party or otherwise) such other information the Indemnified Party, as such Indemnitee the case may be, shall have concerning the right to participate in (but not control), at its own expense, the defense of any Third-Party Claim that the other is defending, as provided in this Agreement. (c) The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld) unless such settlement or judgment relates solely to monetary damages. The Indemnifying Party shall not, without the Indemnified Party's prior written consent, enter into any compromise or settlement that (i) commits the Indemnified Party to take, or to forbear to take, any action or (ii) does not provide for a complete release by such Third Party Claim; (ii) an Indemnification Claim of the Indemnified Party. The Indemnified Party shall be made by a Company Indemnitee by delivery of a written notice have the sole and exclusive right to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third settle any Third-Party Claim, containing (by attachment on such terms and conditions as it deems reasonably appropriate, to the extent such Third-Party Claim involves equitable or otherwise) such other information as such Indemnitee non-monetary relief against the Indemnified Party, and shall have concerning such Third the right to settle any Third-Party Claim. (iii) if Claim involving money damages for which the Indemnification Claim involves a Third Indemnifying Party Claim, has not assumed the procedures set forth in defense pursuant to this Section 8.5 hereof shall also be observed by 9.4 with the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance consent of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject IndemnitorsIndemnifying Party, and the Indemnification Claim which consent shall not be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee unreasonably withheld or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determineddelayed.

Procedures for Indemnification. The obligations and liabilities of the parties with respect to an Indemnification Claim procedures for ------------------------------ indemnification shall be subject to the following terms and conditionsas follows: (ia) an Indemnification Claim The party claiming the indemnification (the "Indemnified ----------- Party") shall be made by a NM Indemnitee by delivery of a written promptly give notice to the Company Indemnitors' Representative requesting indemnification party from whom the Company Indemnitors and specifying the basis on which indemnification is sought ----- claimed (the "Indemnifying Party") of any claim, whether between the parties or ------------------ brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of asserted Losses andthe claim. If the claim relates to an action, in suit, or proceeding filed by a third party against the case Indemnified Party such notice shall be given by the Indemnified Party to the Indemnifying Party within five (5) days after written notice of a Third Party Claimsuch action, containing (by attachment suit, or otherwise) such other information as such Indemnitee proceeding shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice been given to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party ClaimIndemnified Party. (iiib) if Following receipt of notice from the Indemnification Claim involves Indemnified Party of a Third Party Claimclaim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Indemnifying Party Claim, the Indemnitors Representative shall have thirty (30) days in which to object make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such Indemnification Claim notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. If the Indemnified Party and the Indemnifying Party do not agree within said period (or within any agreed-upon extension thereof), the Indemnified Party may seek appropriate legal remedy. (c) With respect to any claim by delivery a third party as to which the Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense to participate in or, if it so elects, to assume control of a written notice the defense of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitorsclaim, and the Indemnification Claim Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party shall have the right to participate in the defense of such claim at its own expense. (d) If a claim, whether between the parties or by a third party, requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. (e) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim, the Indemnifying Party shall be paid bound by the results obtained in accordance good faith by the Indemnified Party with subsection (v) hereof; andrespect to such claim. (vf) upon determination The indemnification rights provided in Sections 13.2 and ------------- 13.3 hereof shall extend to the partners, shareholders, directors, officers, ---- members, partners, agents, employees, and representatives of the amount of an Indemnification ClaimIndemnified Party, whether by agreement between although for the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days purpose of the date procedures set forth in this Section ------- 13.4, any indemnification claims by such amount is determinedparties shall be made by and through ---- the Indemnified Party.

Procedures for Indemnification. The obligations and liabilities of the parties with respect If an Indemnified Party intends to an Indemnification Claim seek indemnification pursuant to this Article IV, such Indemnified Party shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a promptly provide written notice to the Company Indemnitors' Representative requesting indemnification party from the Company Indemnitors and specifying the basis on which whom indemnification is being sought and (the amount of asserted Losses and“Indemnifying Party”), in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, writing in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in accordance with Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice 7.1 of such objection to claim describing such Indemnitee specifying claim in reasonable detail including the sections of this Agreement which form the basis for such objection. Failure to object in a timely manner shall constitute a final claim, copies of all material written evidence thereof and binding acceptance the estimated amount of the Indemnification Claim Indemnifiable Losses that have been or may be sustained by the Indemnitors Representative on behalf Indemnified Party; provided, that the failure to provide such notice shall not affect the obligations of all the subject IndemnitorsIndemnifying 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, 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 Indemnification Claim Indemnified Party shall cooperate with the Indemnifying Party in connection with the settlement or defense of such claim; 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 paid 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 accordance with subsection (v) hereof; and (v) upon determination the reasonable judgment of the amount of an Indemnification Claim, whether by agreement between Indemnified Party for the Indemnitors Representative same counsel to represent both the Indemnified Party and the Indemnitee or otherwiseIndemnifying Party, then the Indemnified Party shall be entitled to retain one law firm at the Indemnifying Party’s expense. Notwithstanding anything in this Section 4.4 to the contrary, the Indemnitors shall pay Indemnifying Party may, without the amount consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment which is solely for money damages, which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a duly executed written release of the Indemnified Party from all liability in respect of such Indemnification Claim within ten (10) days action, which release shall be reasonably satisfactory in form and substance to counsel for the Indemnified Party, and 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 not pay or settle any such claim without the written consent of the date such amount is determinedIndemnifying Party, which consent shall not be unreasonably withheld or delayed.

Procedures for Indemnification. The obligations and liabilities 7.3.1 If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement or an Affiliate thereto (a "Third-Party Claim") as to which a party (the "Indemnifying Party") may be obligated to provide indemnification pursuant to this Agreement, such Indemnitee will notify the Indemnifying Party in writing of the parties with respect to an Indemnification Third-Party Claim shall be subject to the following terms (and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the factual basis for such objection. Failure the Third-Party Claim and to object in a timely manner shall constitute a final and binding acceptance the extent known, the amount of the Indemnification Third-Party Claim) within a reasonable period of time after becoming aware of such Third-Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. 7.3.2 If a Third-Party Claim is made against an Indemnitee and the Indemnifying Party unconditionally and irrevocably acknowledges in writing its obligation to indemnify the Indemnitee therefor, the Indemnifying Party will be entitled, within 30 days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third-Party Claim, to assume the defense thereof (at the expense of the Indemnifying Party) with counsel selected by the Indemnitors Representative Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof, provided that, if in any Indemnitee's reasonable judgment based on behalf advice of counsel a conflict of interest exists in respect of such claim, such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnifying Party; provided, further, that the Indemnifying Party shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee if it does not expressly elect to assume the defense of any Third-Party Claim within the 30-day period specified above (including acknowledging its indemnification obligation as aforesaid). If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third-Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third-Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereto). If the Indemnifying Party chooses to defend a Third-Party Claim, all the Indemnitees shall reasonably cooperate with the Indemnifying Party in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party). If the Indemnifying Party does not elect to assume control of the defense of any Third-Party Claim within the 30-day period set forth above, the Indemnitee shall have the right to undertake the defense of the Third-Party Claim for the account of the Indemnifying Party, subject Indemnitorsto the right of the Indemnifying Party, at its expense, to assume the defense of the Third-Party Claim at any time prior to final determination thereof by notifying the Indemnitee in writing of its election to so assume the defense of such Third-Party Claim and unconditionally and irrevocably acknowledging in writing its obligation to indemnify the Indemnitee therefor. 7.3.3 If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnitee for a Third-Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third-Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Damages (whether through settlement or otherwise) in connection with such Third-Party Claim and unconditionally and irrevocably releases the Indemnitee completely from all Liability in connection with such Third-Party Claim; provided, however, that, without the Indemnitee's prior written consent, the Indemnifying Party shall not consent to any settlement, compromise or discharge (including the consent to entry of any judgment), and the Indemnification Indemnitee may refuse to agree to any such settlement, compromise or discharge (i) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or (ii) that, in the reasonable opinion of the Indemnitee would otherwise adversely affect the Indemnitee. If the Indemnifying Party unconditionally and irrevocably acknowledges in writing its obligation to indemnify the Indemnitee for a Third-Party Claim, the Indemnitee shall not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). 7.3.4 Any claim on account of Damages which does not involve a Third-Party Claim shall be paid asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. If the Indemnifying Party does not dispute its liability to the Indemnitee with respect to the claim made in accordance with subsection (v) hereof; and (v) upon determination such notice by notice to the Indemnitee prior to the expiration of a 45-calendar-day period following the Indemnifying Party's receipt of notice of such claim, the claim shall be conclusively deemed a liability of the amount Indemnifying Party. If the Indemnifying Party does not notify the Indemnitee prior to the expiration of an Indemnification Claima 45-calendar-day period following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnitee under this Agreement, whether such claim specified by agreement between the Indemnitors Representative Indemnitee in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Agreement and the Indemnitee or otherwise, the Indemnitors Indemnifying Party shall pay the amount of such Indemnification Claim within ten (10) days liability to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such amount is claim (or such portion thereof) becomes finally determined. During such 45-calendar-day period, the Indemnifying Party shall be entitled to make any investigation of such claim that the Indemnifying Party deems reasonably necessary or desirable and, in connection with such investigation, the Indemnitee agrees to make available to the Indemnifying Party and its authorized representatives the information relied upon by the Indemnitee to substantiate such claim. If the Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the Indemnifying Party and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations by the 90th day after notice of such claim was given to the Indemnifying Party, the Indemnifying Party and the Indemnitee will be free to pursue such remedies as may be available to such parties under this Agreement or under applicable Law.

Procedures for Indemnification. The obligations and liabilities If any claim is asserted or any action or proceeding is brought in respect of which indemnity may be sought, the parties with respect Indemnified Party will promptly notify the Indemnifying Party in writing of such asserted claim or the institution of such action or proceeding; PROVIDED, HOWEVER, that the Indemnified Party's failure to an Indemnification Claim shall be subject so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it might otherwise have on account of this indemnity, except to the following extent that the Indemnifying Party has been materially prejudiced by such failure to notify. The Indemnifying Party shall 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 claim on such terms and conditions: as the Indemnifying Party may choose, PROVIDED that the Indemnifying Party will not have the right, without the Indemnified Party's prior written consent, to settle any such claim if such settlement (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery arises from or is part of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses andany criminal action, in the case of a Third Party Claimsuit or proceeding, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by contains a Company Indemnitee by delivery stipulation to, confession of a written notice to judgement with respect to, or admission or acknowledgement of, any liability or wrongdoing on the NM Indemnitors' Representative requesting indemnification and specifying part of the basis on which indemnification is sought and the amount of asserted Losses andIndemnified Party, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claimrelates to any Tax matters, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter provides for injunctive relief, or other relief or finding other than a Third Party Claimmoney damages, which is binding on the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject IndemnitorsIndemnified Party, and the Indemnification Claim shall be paid in accordance with subsection or (v) hereof; and (v) upon determination does not contain an unconditional release of the amount Indemnified Party. Such defense will be conducted by reputable attorneys retained by the Indemnifying Party at the Indemnifying Party's cost and expense, but the Indemnified Party will have the right to participate in such proceedings and to be separately represented by attorneys of an Indemnification Claim, whether by agreement between its own choosing. The Indemnified Party will be responsible for the Indemnitors Representative costs of such separate representation unless the Indemnified Party will have reasonably concluded that the interests of the Indemnified Party and the Indemnitee or otherwiseIndemnifying Party in the action conflict in such a manner and to such an extent as to make advisable, consistent with applicable standards of professional responsibility, the Indemnitors shall retention of separate counsel for the Indemnified Party, in which case the Indemnifying Party will pay for one (but not more than one) separate counsel chosen by the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedIndemnified Party.

Procedures for Indemnification. The obligations (a) THIRD PARTY CLAIMS. If a claim or demand is made against an IMS Indemnitee or a ST Indemnitee (each, an "Indemnitee") by any person who is not a party to this Agreement (a "Third Party Claim") as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the "Indemnifying Party") in writing, and liabilities in reasonable detail, of the parties with respect Third Party Claim promptly (and in any event within fifteen (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 not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five (5) business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnification Claim Indemnitee, the Indemnifying Party shall be subject entitled to participate in the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the case 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, containing the Indemnifying Party shall, within thirty 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by attachment or otherwise) such other information as the Indemnitee in connection with the defense thereof; PROVIDED that such Indemnitee shall have concerning 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 Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; PROVIDED, HOWEVER, that the Indemnitee shall have 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; (ii) an Indemnification , the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; PROVIDED, HOWEVER, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and not exceed the amount that would be required to be paid by or on behalf of asserted Losses andthe Indemnifying Party in connection with such settlement, in compromise or discharge. If an Indemnifying Party elects not to assume the case defense of a Third Party Claim, containing (by attachment or otherwise) such other information fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee shall have concerning may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. (iiib) if In the Indemnification Claim involves a event of payment by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the procedures set forth place of such Indemnitee as to any events or circumstances in Section 8.5 hereof shall also be observed by the respect of which such Indemnitee and the Indemnitors Representative; (iv) if the Indemnification may have any right or claim relating to such Third Party Claim involves a matter other than a against any claimant or plaintiff asserting such Third Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice cost and expense of such objection to such Indemnitee specifying Indemnifying Party, in reasonable detail the basis for such objection. Failure to object prosecuting any subrogated right or claim. (c) The remedies provided in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim this Article III shall be paid in accordance with subsection (v) hereof; and (v) upon determination cumulative and shall not preclude assertion by any Indemnitee of any other rights or the amount seeking of an Indemnification Claim, whether by agreement between the Indemnitors Representative any and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedall other remedies against any Indemnifying Party.

Procedures for Indemnification. (a) Quanex shall, and shall cause the other Quanex Indemnitees to, notify the Surviving Entity in writing promptly (i) of any claim for indemnification for which any Quanex Indemnitee intends to seek indemnification from the Surviving Entity under this Agreement or (ii) after learning of any Third-Party Claim for which any Quanex Indemnitee intends to seek indemnification from the Surviving Entity under this Agreement. the Surviving Entity shall, and shall cause the other Spinco Indemnitees to, notify Quanex in writing promptly (i) of any claim for indemnification for which any Spinco Indemnitee intends to seek indemnification from Quanex under this Agreement or (ii) after learning of any Third-Party Claim for which any Spinco Indemnitee intends to seek indemnification from Quanex under this Agreement. The failure of any Indemnitee to give such notice shall not relieve any Indemnifying Party of its obligations under this Article IV except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe such indemnification claim or Third-Party Claim in reasonable detail considering the Information provided to the Indemnitee and liabilities shall indicate the amount (estimated if necessary) of the parties Indemnifiable Loss that has been claimed against or may be sustained by such Indemnitee. (b) Except as otherwise provided in paragraph (c) of this Section 4.3, an Indemnifying Party may, by notice to the Indemnitee and to Quanex, if the Surviving Entity is the Indemnifying Party, or to the Indemnitee and the Surviving Entity, if Quanex is the Indemnifying Party, at any time after receipt by such Indemnifying Party of such Indemnitee’s notice of a Third-Party Claim, undertake (itself or through another member of the Group of which the Indemnifying Party is a member) the defense or settlement of such Third-Party Claim, at such Indemnifying Party’s own expense and by counsel reasonably satisfactory to the Indemnitee. If an Indemnifying Party undertakes the defense of any Third-Party Claim, such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not settle or compromise such Third-Party Claim, except that such Indemnifying Party shall not (i) require any Indemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement, which such Indemnitee reasonably considers to be against its interests, or (ii) without the prior written consent of the Indemnitee and of Quanex, if the Indemnitee is a Quanex Indemnitee, or the Indemnitee and of the Surviving Entity, if the Indemnitee is a Spinco Indemnitee, consent to any settlement that does not include as a part thereof an unconditional release of the relevant Indemnitees from Liability with respect to an Indemnification such Third-Party Claim shall or that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy. Subject to the following terms Indemnifying Party’s control rights, as specified herein, the Indemnitees may participate in such investigation and conditions:defense, at their own expense. Following the provision of notices to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense of any Third-Party Claim as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without prejudice to its right to seek indemnification hereunder. (ic) If an Indemnification Claim Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Party which make it inappropriate for the Indemnifying Party to undertake the defense or settlement thereof, then such Indemnifying Party shall not be entitled to undertake the defense or settlement of such Third-Party Claim; and counsel for the Indemnifying Party shall be made entitled to conduct the defense of such Indemnifying Party and counsel for the Indemnitee (selected by a NM the Indemnitee) shall be entitled to conduct the defense of such Indemnitee, in which case the reasonable fees, costs and expenses of such counsel for the Indemnitee by delivery of a written notice (but not more than one counsel reasonably satisfactory to the Company Indemnitors' Representative requesting indemnification from Indemnifying Party) shall be paid by such Indemnifying Party, it being understood that both such counsel shall cooperate with each other to conduct the Company Indemnitors defense or settlement of such action as efficiently as possible. (d) In no event shall an Indemnifying Party be liable for the fees and specifying the basis on which indemnification is sought expenses of more than one counsel for all Indemnitees (in addition to local counsel and the amount of asserted Losses andits own counsel, if any) in connection with any one action, or separate but similar or related actions, in the case same jurisdiction arising out of the same general allegations or circumstances of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Third-Party Claim. (iiie) if If the Indemnification Claim involves Indemnifying Party undertakes the defense or settlement of a Third Third-Party Claim, the procedures set forth in Section 8.5 hereof Indemnitee shall also be observed by make available to the Indemnitee Indemnifying Party and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third its counsel all information and documents reasonably available to it which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be required in connection with the Indemnitors Representative shall have thirty (30) days investigation, defense and settlement thereof, subject to object to such Indemnification Claim by delivery the terms and conditions of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedmutually acceptable joint defense agreement.

Procedures for Indemnification. The obligations 8.3.1. If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (and liabilities who is not an Affiliate of a party to this Agreement) (a "THIRD PARTY CLAIM") as to which a party (the "INDEMNIFYING Party") may be obligated to provide indemnification pursuant to this Agreement, such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the parties with respect Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to an Indemnification Claim shall be subject give any such notification will not affect the indemnification provided hereunder except to the following terms extent the Indemnifying Party shall have demonstrated that it has been actually prejudiced as a result of such failure and conditions:to such extent. 8.3.2. If a Third Party Claim is made against an Indemnitee and the Indemnifying Party agrees to indemnify the Indemnitee therefor, the Indemnifying Party will be entitled to assume the defense thereof (iat the expense of the Indemnifying Party) an Indemnification Claim shall be made with counsel selected by a NM Indemnitee by delivery of a written notice the Indemnifying Party and reasonably satisfactory to the Company Indemnitors' Representative requesting indemnification from Indemnitee. Should the Company Indemnitors and specifying Indemnifying Party so elect to assume the basis on which indemnification is sought and the amount of asserted Losses and, in the case defense of a Third Party Claim, containing the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof as long as the Indemnifying Party diligently conducts such defense; provided that, if (by attachment i) in any Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or otherwise(ii) any Indemnifying Party fails to provide reasonable assurance to the Indemnitee (upon request of the Indemnitee) of such other information as Indemnifying Party's financial capacity to defend such Third Party Claim and provide indemnification with respect thereto, such Indemnitee shall will have concerning the right to employ separate counsel to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel will be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any such Third Party Claim; , each 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. The Indemnifying Party will be liable for the reasonable fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof or if it does not expressly elect to assume the defense thereof (ii) an Indemnification Claim shall be made including the agreement by a Company each Indemnifying Party to indemnify the Indemnitee by delivery as aforesaid). If the Indemnifying Party assumes the defense of a written notice any such Third Party Claim, the Indemnifying Party will promptly supply to the NM Indemnitors' Representative requesting indemnification Indemnitee copies of all correspondence and specifying documents relating to or in connection with such Third Party Claim and keep the basis Indemnitee fully informed of all developments relating to or in connection with such Third Party Claim (including, without limitation, providing to the Indemnitee on which indemnification is sought request updates and summaries as to the amount of asserted Losses and, in status thereof). If the case of Indemnifying Party chooses to defend a Third Party Claim, containing all the Indemnitees will reasonably cooperate with the Indemnifying Party in the defense thereof if requested by the Indemnifying Party (by attachment such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party). 8.3.3. No Indemnifying Party will consent to any settlement, compromise or otherwisedischarge (including the consent to entry of any judgment) such other information as such Indemnitee shall have concerning such of any Third Party Claim. (iii) Claim without the Indemnitee's prior written consent, which will not be unreasonably withheld; provided, that if the Indemnification Claim involves Indemnifying Party agrees to indemnify the Indemnitee for a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend that unconditionally and irrevocably releases the Indemnitee and (pursuant to a release which is reasonably satisfactory to the Indemnitors Representative; (ivIndemnitee) if completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnification Claim involves a matter Indemnitee may refuse to agree to any such settlement, compromise or discharge that provides for injunctive or other than non-monetary relief affecting the Indemnitee. If an Indemnifying Party agrees to indemnify the Indemnitee for a Third Party Claim, the Indemnitors Representative Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). 8.3.4. Any claim on account of Damages which does not involve a Third Party Claim shall have thirty (30) days to object to such Indemnification Claim be asserted by delivery of a written notice of given by the Indemnitee to the Indemnifying Party from whom such objection indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to such Indemnitee specifying under this Agreement, except to the extent that the Indemnifying Party shall have demonstrated that it has been actually prejudiced as a result of such failure and to such extent. If the Indemnifying Party does not notify the Indemnitee prior to the expiration of a 45-calendar-day period following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnitee under this Agreement, such claim specified by the Indemnitee in reasonable detail the basis for such objection. Failure to object in notice will be conclusively deemed a timely manner shall constitute a final and binding acceptance liability of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, Indemnifying Party under this Agreement and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors Indemnifying Party shall pay the amount of Damages subject to such Indemnification Claim within ten (10) days claim to the Indemnitee on demand or, in the case of any notice in which the amount of the Damages subject to such claim (or any portion thereof) is estimated, on such later date when the amount of such amount is claim (or such portion thereof) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such Damages subject to such claim, as provided above, the Indemnifying Party and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations by the 90th day after notice of such claim was given to the Indemnifying Party, the Indemnifying Party and the Indemnitee will be free to pursue such remedies as may be available under this Agreement or applicable law. 8.3.5. The procedures set forth in this Section 8.3 (Procedures for Indemnification), shall not govern any claim or demand made under Section 8.1 (Indemnity by Shareholder) for any inaccuracy in the representations and warranties set forth in Section 5.9 (Tax Matters) or any claims made under Section 8.5 (Tax Indemnity).

Procedures for Indemnification. The obligations (a) THIRD PARTY CLAIMS. If a claim or demand is made against an IMS Indemnitee or a ST Indemnitee (each, an "Indemnitee") by any person who is not a party to this Agreement (a "Third Party Claim") as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the "Indemnifying Party") in writing, and liabilities in reasonable detail, of the parties with respect 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 not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, 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 Indemnification Claim Indemnitee, the Indemnifying Party shall be subject entitled to participate in the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the case 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, containing 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 attachment or otherwise) such other information as the Indemnitee in connection with the defense thereof; provided, that such Indemnitee shall have concerning 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 Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have 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; (ii) an Indemnification , the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and not exceed the amount that would be required to be paid by or on behalf of asserted Losses andthe Indemnifying Party in connection with such settlement, in compromise or discharge. If an Indemnifying Party elects not to assume the case defense of a Third Party Claim, containing (by attachment or otherwise) such other information fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee shall have concerning may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. (iiib) if In the Indemnification Claim involves a Third event of payment by an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the procedures set forth place of such Indemnitee as to any events or circumstances in Section 8.5 hereof respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim. Such Indemnitee shall also be observed by cooperate with such Indemnifying Party in a reasonable manner, and at the Indemnitee cost and the Indemnitors Representative;expense of such Indemnifying Party, in prosecuting any subrogated right or claim. (ivc) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying The remedies provided in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim this Article III shall be paid in accordance with subsection (v) hereof; and (v) upon determination cumulative and shall not preclude assertion by any Indemnitee of any other rights or the amount seeking of an Indemnification Claim, whether by agreement between the Indemnitors Representative any and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedall other remedies against any Indemnifying Party.

Procedures for Indemnification. The obligations and liabilities (a) An Indemnified Party shall (i) give prompt written notice to Indemnifying Party of the parties any claim with respect to which it 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 (ii) permit Indemnifying Party to assume the defense of 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 expenses, (B) Indemnifying Party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from such Indemnified Party and employ counsel reasonably satisfactory to such Indemnified Party, (C) the Indemnified Party has reasonably concluded (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 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 other charges of such additional counsel or counsels. If the Indemnifying Party assumes the defense, the Indemnifying Party shall not have the right to settle such action without the consent of 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 Indemnification Claim shall unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of an unconditional release from all liability in respect to such claim or litigation without the prior written consent of such Indemnified Party. If such defense is not assumed by the Indemnifying Party, 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, conditioned or delayed. (b) Notwithstanding anything to the following terms and conditions:contrary set forth in Section 5.06(a): (i) ANV shall not have the right to assume the defense of an Indemnification Claim shall be made Action for which an ATUS Indemnified Party is entitled to indemnification pursuant to Section 5.02 on behalf of such ATUS Indemnified Party (without the prior written consent of such ATUS Indemnified Party) if (A) such Action is brought by or before a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, Governmental Authority in the case United States of a Third Party ClaimAmerica, containing (by attachment or otherwiseB) such other information as Action seeks an injunction or equitable relief against such Indemnitee shall have concerning ATUS Indemnified Party, or (C) such Third Party Claim;Action relates to or arises in connection with any criminal or quasi criminal proceeding; and (ii) ATUS shall not have the right to assume the defense of an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice Action for which an ANV Indemnified Party is entitled to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in pursuant to Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative 5.03 on behalf of all such ANV Indemnified Party (without the subject Indemnitors, and the Indemnification Claim shall be paid prior written consent of such ANV Indemnified Party) if (A) such Action is brought by or before a Governmental Authority in accordance with subsection (v) hereof; and (v) upon determination a member state of the amount of European Union, (B) such Action seeks an Indemnification Claiminjunction or equitable relief against such ANV Indemnified Party, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of (C) such Indemnification Claim within ten (10) days of the date such amount is determinedAction relates to or arises in connection with any criminal or quasi criminal proceeding.

Procedures for Indemnification. (a) The obligations and liabilities Indemnified Party seeking indemnification under this Agreement shall promptly notify the party against whom indemnification is sought (the "Indemnifying Party") of the parties assertion of any claim, or the commencement of any action, suit or proceeding by any Third Party, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to an Indemnification Claim give such notice shall be subject to not relieve the following terms and conditions: Indemnifying Party of any liability hereunder (i) an Indemnification Claim unless the Indemnifying Party has suffered material prejudice by such failure). The Indemnifying Party shall be made have the right, but not the obligation, exercisable by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification Indemnified Party within 30 days of receipt of notice from the Company Indemnitors and specifying Indemnified Party of the basis on which indemnification is sought and the amount commencement of asserted Losses andor assertion of any claim, in the case of action, suit or proceeding by a Third Party in respect of which indemnity may be sought hereunder (a "Third-Party Claim"), containing to assume the defense and control the settlement of such Third-Party Claim that (i) involves (and continues to involve) solely money damages or (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by attachment the Third Party and the claims for equitable relief are incidental to the claims for money damages, and where the Indemnified Party reasonably determines (and continues to reasonably determine) that defense of the claim by the Indemnifying Party will not have a Material Adverse Effect on the Indemnified Party. (b) The Indemnifying Party or otherwise) such other information the Indemnified Party, as such Indemnitee the case may be, shall have concerning the right to participate in (but not control), at its own expense, the defense of any Third-Party Claim that the other is defending, as provided in this Agreement. (c) The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third- Party Claim without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld) unless such settlement or judgment relates solely to monetary damages which the Indemnifying Party will pay in full. The Indemnifying Party shall not, without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld, enter into any compromise or settlement that (i) commits the Indemnified Party to take, or to forbear to take, any action or (ii) does not provide for a complete release by such Third Party Claim; (ii) an Indemnification Claim of the Indemnified Party. The Indemnified Party shall be made by a Company Indemnitee by delivery of a written notice have the sole and exclusive right to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third settle any Third-Party Claim, containing (by attachment on such terms and conditions as it deems reasonably appropriate, to the extent such Third- Party Claim involves equitable or otherwise) such other information as such Indemnitee nonmonetary relief against the Indemnified Party, and shall have concerning such Third the right to settle any Third-Party Claim. (iii) if Claim involving money damages for which Seller has not assumed the Indemnification Claim involves a Third Party Claim, defense pursuant to this Section 9.4 with the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance consent of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject IndemnitorsIndemnifying Party, and the Indemnification Claim which consent shall not be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee unreasonably withheld or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determineddelayed.

Procedures for Indemnification. The obligations and liabilities of the parties (a) If any party shall seek indemnification with respect to an Indemnification Claim any Loss or potential Loss arising from a claim asserted by a third party (including a notice of Tax audit or request to waive or extend a statute of limitations applicable to any Tax) for which such party seeking indemnification (the “Indemnified Party”) is entitled to indemnification under this ARTICLE 9, then the Indemnified Party shall be subject promptly notify the other party (the “Indemnifying Party”) in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party (except to the following terms extent notice is not received prior to the expiration of the applicable expiration provision contained in Section 9.1) shall relieve Indemnifying Party from any obligation hereunder unless (and conditions:then solely to the extent that) Indemnifying Party is prejudiced thereby. (b) An Indemnifying Party will have the right to defend the Indemnified Party against the claim with counsel of its choice, reasonably satisfactory to the Indemnified Party, so long as (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from Indemnifying Party notifies the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses andIndemnified Party in writing, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days after the Indemnified Party has given notice of the date claim, that the Indemnifying Party will satisfy its indemnification obligations to the extent required under this ARTICLE 9, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the claim and to fulfill its indemnification obligations hereunder, (iii) the claim involves only money damages and does not seek injunctive or other equitable relief; (iv) settlement of, or an adverse judgment with respect to, the claim is not, in the reasonable and good faith judgment of the Indemnified Party likely to establish a precedential custom or practice or result in an outcome that is materially adverse to the continuing business interests of the Indemnified Party; and (v) the Indemnifying Party conducts the defense of the claim actively, diligently and completely. So long as the Indemnifying Party is conducting the defense of the claim in accordance with this Section 9.5(b), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. (c) In the event any of the conditions of Section 9.5(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the claim (including attorneys’ fees and expenses reasonably incurred), and (iii) the Indemnifying Party will remain responsible to indemnify the Indemnified Party to the extent required under this ARTICLE 9. (d) The parties to this Agreement shall execute such amount is determined.powers of attorney as may be necessary or appropriate to permit participation of counsel selected by any party hereto and, as may be reasonably related to any such claim, shall provide access to the counsel, accountants, and other representatives of each party during normal business hours to all properties, personnel, books, Tax records, contracts, commitments and all other business records of such other party and will furnish to such other party copies of all documents as may reasonably be requested (certified if requested)

Procedures for Indemnification. (a) Any Person making a claim for indemnification under this ARTICLE VI is referred to herein as an “Indemnified Party”. The obligations and liabilities of the parties with respect to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification Person from the Company Indemnitors and specifying the basis on which whom indemnification is sought and is referred to herein as the amount “Indemnifying Party”. Promptly after receiving notice of asserted Losses andany Proceeding, in investigation, demand, or other claim against the case of Indemnified Party by a Third third party (a “Third-Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim”), the procedures set forth in Section 8.5 hereof Indemnified Party shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a provide written notice of such objection claim (any such written notice, an “Indemnification Notice”) to: (i) Purchaser, if the Third-Party Claim arises under Section 6.2 and (ii) the Sellers’ Representative, if the Third-Party Claim arises under Section 6.3. Each such Indemnification Notice shall describe in reasonable detail the applicable Third-Party Claim, including the facts giving rise to such Indemnitee claim for indemnification hereunder, and the amount or method of computation of the amount of such claim (if known); provided, that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure. The Indemnified Party shall also provide such other information with respect thereto as the Indemnifying Party may reasonably request. (b) 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 within 10 Business Days after receipt of the Indemnification Notice if the Indemnifying Party acknowledges in writing the Indemnifying Party’s obligation to indemnify the Indemnified Party against any Losses that may result from such Third-Party Claim and by appointing a reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided, that the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim and to employ counsel of its choice for such purpose; provided, that the fees and expenses of such separate counsel shall be borne by the Indemnified Party and shall not be recoverable from such Indemnifying Party under this ARTICLE VI. (c) Upon assumption of the defense of any such Third-Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of the Third-Party Claim, unless the Indemnifying Party consents in writing to such payment. Notwithstanding anything to the contrary herein, the Indemnifying Party shall not compromise or settle, or admit any Liability with respect to, any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed), unless the relief (i) is not in respect of a Third-Party Claim for Taxes, (ii) consists solely of money damages (all of which the Indemnifying Party shall pay) and (iii) includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto; provided, however, that if the Indemnified Party fails to consent to such settlement or compromise and such settlement or compromise does not include injunctive relief, the Liability of the Indemnifying Party with respect to such Third-Party Claim under this Agreement shall be limited to the amount that would have otherwise been payable had the Indemnifying Party entered into such settlement or compromise. (d) In all cases, the Indemnified Party shall provide its reasonable cooperation with the Indemnifying Party in defense of claims or litigation relating to Third-Party Claims, including by making employees, information, and documentation reasonably available. If the Indemnifying Party shall not, within 10 Business Days of receiving the Indemnification Notice, notify the Indemnified Party that it shall assume the defense of any such Third-Party Claim, or fails to defend or withdraws from the defense of any such Third-Party Claim or the Indemnifying Party is the Selling Equityholders and the claim(s) relate to or arise in connection with any Purchaser Defensible Matter, the Indemnified Party may defend against such matter in a manner consistent with the above provisions regarding conduct of the defense by the Indemnified Party; provided, that the Indemnified Party may not settle any such matter without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned, or delayed). Any of following shall constitute a “Purchaser Defensible Matter”: (i) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation, or investigation, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the Third-Party Claim would materially injure the Indemnified Party’s future business prospects; (iii) the claim seeks an injunction or other equitable relief against the Indemnified Party, or (iv) the estimated Loss is less than (and would not cause the aggregate of all Losses to exceed) the Basket Amount. (e) The Indemnified Party shall provide written notice of any claim that is not a Third-Party Claim to: (i) Purchaser, if such claim arises under Section 6.2 and (ii) the Sellers’ Representative, if such claim arises under Section 6.3. Such claim shall describe in reasonable detail the facts giving rise to any claim for indemnification hereunder and the amount or method of computation of the amount of such claim (if known); provided, that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that (and only to the extent that) the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party shall also provide such other information with respect thereto as the Indemnifying Party may reasonably request. In the event that the Indemnifying Party does not notify the Indemnified Party that it disputes such claim within 30 days from receipt of the claim notice, the Indemnifying Party will be deemed to have acknowledged liability for such claim and the Escrow Agent and/or the Selling Equityholders, as appropriate, shall promptly pay such claim. If the Indemnifying Party disputes the validity or amount of any such claim, the Indemnifying Party shall so notify the Indemnified Party in writing within 30 days after receipt of the claim notice specifying in reasonable detail the basis for points of disagreement. If any dispute is not resolved within 30 days after the Indemnified Party receives a dispute notice, then either of such objection. Failure parties can initiate an action pursuant to object in Section 7.10. (f) Subject to this ARTICLE VI, within 10 days after any final decision, judgment, or award shall have been rendered by a timely manner shall constitute Governmental Authority with competent jurisdiction (and a final resolution of any appeal therefrom and binding acceptance the expiration of the Indemnification Claim time in which to appeal therefrom), or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement, in each case, with respect to a claim hereunder (i) if the claim for indemnification was brought pursuant to Section 6.2, Purchaser shall pay or cause to be paid all sums due and owing to the Seller Indemnified Party in immediately available funds to an account specified by the Indemnitors Representative on behalf of all Seller Indemnified Party and (ii) if the subject Indemnitorsclaim for indemnification was brought pursuant to Section 6.3, Purchaser and the Indemnification Claim Sellers’ Representative shall be paid cause the Escrow Agent to pay to Purchaser (payable by wire transfer of immediately available U.S. funds in accordance with subsection (v) hereof; and (v) upon determination the written payment instructions furnished by Purchaser to the Escrow Agent), from the Escrow Amount, any sums due and owing in accordance with this ARTICLE VI, and if the sums due and owing to the Purchaser Indemnified Party exceed the remaining Escrow Amount, the Indemnifying Party shall pay or cause to be paid all additional sums due and owing to the Purchaser Indemnified Party in immediately available funds to an account specified by the Purchaser Indemnified Party. Any of the Escrow Amount remaining, net of any of the amount of an Indemnification Claimany outstanding, whether unresolved claims of Losses brought pursuant to Section 6.3 (the amounts set forth, the “Reserve Amounts”), shall automatically transfer to the Selling Equityholders and such funds shall be released and distributed to the Selling Equityholders, in accordance with the Selling Equityholders’ respective Pro Rata Portions, as follows: (A) one-half on January 2, 2025 and (B) the remaining balance on July 1, 2025. The Reserve Amounts shall be disbursed by agreement between the Indemnitors Escrow Agent, promptly after the unresolved indemnification claims to which they relate are finally resolved in accordance with this ARTICLE VI as confirmed by a joint written direction of the Sellers’ Representative and the Indemnitee Purchaser or otherwisea final, the Indemnitors shall pay the amount non-appealable judgment of such Indemnification Claim within ten (10) days a court of the date such amount is determinedcompetent jurisdiction.

Procedures for Indemnification. The obligations and liabilities (a) If there occurs an event that either party asserts is an indemnifiable event pursuant to Section 5.1 or 5.2, the party seeking indemnification (the "Indemnitee") shall promptly provide notice (the "Notice of Claim") to the other party or parties obligated to provide indemnification (the "Indemnifying Party"). Providing the Notice of Claim shall be a condition precedent to any Liability of the parties Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder but only if and to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnitee and it shall provide a Notice of Claim to the Indemnifying Party of the commencement 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 Indemnitee of such election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the Indemnitee, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest, then the Indemnitee shall have the right to defend, at the sole cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the written consent of each Indemnitee, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the release of the Indemnitee from all Liability in respect to such claim or litigation or that does not solely require the payment of money damages by the Indemnifying Person. The Indemnifying Party agrees to afford the Indemnitee and its counsel the opportunity to be present at, and to participate in, conferences with all Persons, including any Governmental or Regulatory Authority, asserting any Claim against the Indemnitee or conferences with representatives of or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, settle any Claim on terms that provide for (i) a criminal sanction against the Indemnitee or (ii) injunctive relief affecting the Indemnitee. (b) Upon receipt of a Notice of Claim, the Indemnifying Party shall have twenty (20) calendar days (or such shorter period as may be appropriate under the circumstances) to contest its indemnification obligation with respect to an Indemnification Claim shall be subject to such claim, or the following terms and conditions: (i) an Indemnification Claim shall be made amount thereof, by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from Indemnitee (the Company Indemnitors and specifying "Contest Notice"); provided, however, that if, at the basis on which indemnification time a Notice of Claim is sought and submitted to the Indemnifying Party the amount of asserted the Loss in respect thereof has not yet been determined, such twenty (20) day period in respect of, but only in respect of the amount of the Loss, shall not commence until a further written notice (the "Notice of Liability") has been sent or delivered by the Indemnitee to the Indemnifying Party setting forth the amount of the Loss incurred by the Indemnitee that was the subject of the earlier Notice of Claim. Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party to the claim, and if the objection relates to the amount of the Loss asserted, the amount, if any, that the Indemnifying Party believes is due the Indemnitee, and any undisputed amount shall be promptly paid over to the Indemnitee. If no such Contest Notice is given within such twenty (20) day period, the obligation of the Indemnifying Party to pay the Indemnitee the amount of the Loss set forth in the Notice of Claim, or subsequent Notice of Liability, shall be deemed established and accepted by the Indemnifying Party. (c) If the Indemnifying Party fails to assume the defense of such Claim or, having assumed the defense and settlement of such Claim, fails reasonably to contest such Claim in good faith, the Indemnitee, without waiving its right to indemnification, may assume, at the cost of the Indemnifying Party, the defense and settlement of such Claim; provided, however, that (i) the Indemnifying Party shall be permitted to join in the defense and settlement of such Claim and to employ counsel at its own expense, (ii) the Indemnifying Party shall cooperate with the Indemnitee in the defense and settlement of such Claim in any manner reasonably requested by the Indemnitee and (iii) the Indemnitee shall not settle such Claim without soliciting the views of the Indemnifying Party and giving them due consideration. (d) The Indemnifying Party shall make any payment required to be made under this Article in cash and on demand. Any payments required to be paid by an Indemnifying Party under this Article that are not paid within five (5) business days of the date on which such obligation becomes final shall thereafter be deemed delinquent, and the Indemnifying Party shall pay to the Indemnitee, immediately upon demand, interest at the rate of ten percent (10%) per annum, not to exceed the maximum nonusurious rate allowed by applicable Law, from the date such payment becomes delinquent to the date of payment of such delinquent sums, which interest shall be considered to be Losses andof the Indemnitee. (e) Notwithstanding any of the foregoing, in the case event of a Third Party Claim, containing (Claim asserted by attachment or otherwise) such other information Buyer against Seller for indemnifiable Losses as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery result of a written notice to breach of the NM Indemnitors' Representative requesting indemnification representations and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures warranties set forth in Section 8.5 hereof 2.14, Buyer shall also be observed by seek recovery, to the Indemnitee and extent permitted under the Indemnitors Representative; Title Policies, from the Title Company; provided, however, that if Buyer has not recovered the amounts asserted in such Claim from the Title Company within one hundred eighty (iv180) if the Indemnification Claim involves a matter other than a Third Party Claimdays, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim Buyer shall be paid able to assert such Claim against Seller in accordance with subsection (v) hereof; and (v) upon determination the provisions of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.this Article V.

Procedures for Indemnification. (a) The obligations and liabilities party seeking indemnification pursuant to this Article (the "Indemnified Party") agrees to give prompt notice to the party providing indemnification pursuant to this Article (the "Indemnifying Party") of the parties assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Article; provided that the failure to give such notice shall not affect the rights of the Indemnified Party except to the extent the Indemnifying Party 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 suit, action or proceeding at its own expense. If the Indemnifying Party admits responsibility for indemnification with respect to an Indemnification Claim such claim, the Indemnifying Party shall be subject entitled to control the defense of any such suit, action or proceeding at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense; provided that the Indemnified Party shall not be obligated to incur any out-of-pocket expenses except to the following terms extent the Indemnifying Party agrees in writing to reimburse the Indemnified Party for such expenses 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 may settle or compromise any action if such settlement or compromise provides for an unconditional release of the Indemnified Party and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery does not result in any restriction on the operation of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, Indemnified Party's business in the case future or materially adversely affect the business reputation or tax liability of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party ClaimIndemnified Party. (iiib) if A claim for indemnification for any matter not involving a third-party claim may be asserted by notice from the Indemnification Claim involves a Third Indemnified Party Claim, to the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedIndemnifying Party.

Procedures for Indemnification. 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 has become obligated to it pursuant to Section 12.1 or 12.2, or if any Claim is begun, made or instituted as a result of which the other party may become obligated to a Party Indemnitee hereunder, such Party Indemnitee shall give prompt notice to the other party. The obligations Party Indemnitee shall permit the other party (at its expense) to assume the defense of any Claim; provided, however, that (a) the counsel for the other party who shall conduct the defense shall be reasonably satisfactory to the Party Indemnitee, (b) the Party Indemnitee may participate in such defense at its expense, and liabilities (c) the omission by the Party Indemnitee to give notice as provided herein shall not relieve the other party of its indemnification obligation except to the extent that such omission results in a failure of actual notice to the other party and the other party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the parties Party Indemnitee, the other party shall not, in the defense of any such Claim, consent to entry of any judgment, make any admission of liability or enter into any settlement 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 each claimant or plaintiff to such Party Indemnitee of a release from all liability with respect to an Indemnification such Claim or litigation. In the event that the Party Indemnitee shall be 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 following terms and conditions: (i) an Indemnification Claim shall other party might be made by a NM expected to affect adversely the ability of the Party Indemnitee by delivery 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 a written notice those that may be available to the Company Indemnitors' Representative requesting indemnification from other party in respect of such Claim relating thereto, the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third 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 Claim; (ii) an Indemnification Indemnitee does so take over and assume control, the Party Indemnitee shall not settle such Claim shall without the prior written consent of the other party, such consent not to be made by a Company Indemnitee by delivery unreasonably withheld. In the event that the other party does not accept and continue the defense of a written notice to any matter as provided above, the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning the full right to defend against any such Third Party Claim and shall be entitled to settle or agree to pay in full such Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.

Procedures for Indemnification. The obligations and liabilities Promptly after receipt by an indemnified party pursuant to the provisions of Sections (b) or (c) of this Section 7 of notice of a third party claim or the commencement of any third party action pursuant to the provisions of such Sections 7(b) or (c), such indemnified party shall promptly notify such indemnifying party of the parties with respect commencement thereof; but the omission to an Indemnification Claim shall be subject so notify such indemnifying party will not relieve it from any liability which it may have to the following terms indemnified party otherwise than hereunder unless the indemnified party is materially prejudiced thereby. In case such action is brought against an indemnified party and conditions: (i) an Indemnification Claim it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be made by a NM Indemnitee by delivery of a written notice have the right to participate in, and, to the Company Indemnitors' Representative requesting indemnification extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded 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 the defense of such action on behalf of such indemnified party. After notice from the Company Indemnitors and specifying indemnifying party to such indemnified party of its election so to assume the basis on which indemnification is sought and defense thereof, the amount indemnifying party shall not be liable to the indemnified party pursuant to the provisions of asserted Losses andsuch Sections 7(b) or (c) for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (1) the indemnified party shall have promptly employed counsel in accordance with the proviso of the preceding sentence, (2) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, or (3) the indemnifying party has authorized the employment of counsel for EXHIBIT 2.2 the indemnified party at the expense of the indemnifying party. No indemnifying party, in the case defense of a Third Party Claimany such claim or litigation, containing shall, except with the consent of each indemnified party (by attachment such consent not to be unreasonably withheld), consent to entry of any judgment or otherwise) such other information enter into any settlement which does not include as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to unconditional term thereof the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, release from all liability in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object respect to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee claim or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedlitigation.

Procedures for Indemnification. 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 has become obligated to it pursuant to Section 7.1 or 7.2, or if any claim is begun, made or instituted as a result of which the other party may become obligated to a Party Indemnitee hereunder, such Party Indemnitee shall give prompt notice to the other party. The obligations Party Indemnitee shall permit the other party (at its expense) to assume the defense of any claim; provided, however, that (a) the counsel for the other party who shall conduct the defense shall be reasonably satisfactory to the Party Indemnitee, (b) the Party Indemnitee may participate in such defense at its expense, and liabilities (c) the omission by the Party Indemnitee to give notice as provided herein shall not relieve the other party of its indemnification obligation except to the extent that such omission results in a failure of actual notice to the other party and the other party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the parties Party Indemnitee, the other party shall not, in the defense of any such claim, consent to entry of any judgment or enter into any settlement 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 each claimant or plaintiff to such Party Indemnitee of a release from all liability with respect to an Indemnification Claim such claim or litigation. In the event that the Party Indemnitee shall be 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 following terms and conditions: (i) an Indemnification Claim shall other party might be made by a NM expected to affect adversely the ability of the Party Indemnitee by delivery 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 a written notice those that may be available to the Company Indemnitors' Representative requesting indemnification from other party in respect of such claim relating thereto, the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third 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 Claim; (ii) an Indemnification Claim Indemnitee does so take over and assume control, the Party Indemnitee shall not settle such claim without the prior written consent of every other party, such consent not to be made by a Company Indemnitee by delivery unreasonably withheld. In the event that every other party does not accept and continue the defense of a written notice to any matter as provided above, the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning the full right to defend against any such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee claim and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid entitled to settle or agree to pay in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of full such Indemnification Claim within ten (10) days of the date such amount is determinedclaim.

Procedures for Indemnification. The obligations and liabilities a. Promptly after receipt by an Indemnified Party (as hereinafter defined) under Sections 7.1 (a) or (b) of notice of the parties commencement of any action by any person not an Indemnified Party for which indemnification is available under Section 7.1 (a) or (b) (hereinafter referred to as a "Third Party Claim"), such Indemnified Party shall, if a claim in respect thereof is to be made against any Indemnifying Party (as hereinafter defined) under such section, give notice to the Indemnifying Party of the commencement thereof, but the failure so to notify the Indemnifying Party shall not relieve it of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that the defense of such Third Party Claim is prejudiced thereby. b. Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will Indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim eligible for indemnification hereunder, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. c. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance withss.7.2(b) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to an Indemnification the Third Party Claim shall be subject without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the following terms entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). d. However, in the event the condition (A) inss. 7.2(b) above is or becomes unsatisfied, the Indemnified Party may defend against, and conditions: consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (iand the Indemnified Party need not consult with, or obtain any consent from any Indemnifying Party in connection therewith). In the event the condition (E) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a in Section 7.2(a) above is or becomes unsatisfied, the Indemnified Party may defend against, and, upon not less than three days written notice to the Company Indemnitors' Representative requesting indemnification from Indemnifying Party, consent to the Company Indemnitors and specifying entry of any judgment or enter into any settlement with respect to the basis on which indemnification is sought and the amount of asserted Losses andThird Party Claim in any manner it may deem appropriate. Moreover, in the case of a Third Party Claim, containing event the conditions (by attachment or otherwiseB)-(D) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.inss.7.2

Procedures for Indemnification. The obligations and liabilities of the parties with respect procedures for indemnification pursuant to an Indemnification Claim shall this Article 8 will be subject to the following terms and conditionsas follows: (ia) an Indemnification Claim The party claiming indemnification (the “Indemnified Party”) shall be made by a NM Indemnitee by delivery of a written promptly give notice to the Company Indemnitors' Representative requesting party from whom indemnification from is claimed (the Company Indemnitors “Indemnifying Party”) of any claim for Losses, whether arising between the parties or in connection with a third party claim made against the Indemnified Party, specifying, in reasonable detail, the facts and specifying circumstances of and the basis on which for such claim, as then known by the Indemnified Party. If an indemnification is sought and claim hereunder relates to a third party claim made against the amount Indemnified Party, notice of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim third party claim shall be made given by a Company Indemnitee by delivery of a written notice the Indemnified Party to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, Indemnifying Party promptly (but in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) any event within 15 days to object to such Indemnification Claim by delivery of a after written notice of such objection third party claim shall have been given to the Indemnified Party by such Indemnitee specifying in reasonable detail the basis for such objectionthird party). Failure to object give prompt notice pursuant to this Section 8.4(a) shall not affect the Indemnifying Party’s indemnification obligations hereunder in the absence of material prejudice thereto (in which case the Indemnifying Party’s indemnification obligations shall only be reduced to the extent of such material prejudice). (b) Following receipt of notice from the Indemnified Party of a timely manner shall constitute a final and binding acceptance claim, the Indemnifying Party will have 30 days during which to make such investigation of the Indemnification Claim claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or the Indemnifying Party’s authorized Representative(s) the information relied upon by the Indemnitors Representative on behalf Indemnified Party to substantiate the claim (except to the extent such information is privileged). If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of all said 30-day period (or any agreed upon extension thereof) to the subject Indemnitorsvalidity and amount of such claim, or if H:815039 54 the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim in accordance with Section 8.4(f). In the event the parties are unable to agree, either party may bring a Proceeding to resolve such dispute in accordance with Section 9.9. (c) With respect to any claim by a third party for which an Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right, at its own expense, to participate in or, if the Indemnifying Party so elects, to assume control of the defense of such claim through counsel of the Indemnifying Party’s choice reasonably acceptable to the Indemnified Party by providing written notice within 30 days following notice from the Indemnified Party acknowledging the Indemnifying Party’s obligation to indemnify the Indemnified Party, and the Indemnification Claim Indemnified Party shall reasonably cooperate with the Indemnifying Party, subject to reimbursement for reasonable and documented actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate; provided, that the Indemnifying Party will not be entitled to control, and the Indemnified Party will be entitled to have sole control over, the defense or settlement of any claim if (i) such claim involves a criminal proceeding, action, indictment, allegation or investigation, (ii) a conflict of interest between the Indemnifying Party and the Indemnified Party exists other than ordinary conflicts that arise under this Agreement and the other Transaction Documents, (iii) such claim involves any customers of the Indemnified Party or its Affiliates, (iv) the Indemnifying Party has not agreed and acknowledged in writing (for the benefit of the Indemnified Party) its unqualified obligation to indemnify the Indemnified Party as provided hereunder with respect to such claim, subject to the limitations set forth in this Article 8, (vi) such claim seeks an injunction or other equitable relief against the Indemnified Party or any of its Affiliates or (vii) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party will have the right to participate in the defense of such claim at its own expense. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably delayed, withheld or conditioned), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates or if such settlement or compromise does not include an unconditional release of the Indemnified Party for any liability arising out of such claim or demand or any related claim or demand. (d) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim within 30 days following notice from the Indemnified Party (or such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of the Indemnified Party to defend such claim), the Indemnified Party will (upon delivering written notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim (all at the cost and expense of the Indemnifying Party), and the Indemnifying Party will be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. The Indemnified Party will not settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnifying Party without the consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. (e) If any Buyer Group Member is entitled to recourse directly against any Seller pursuant to this Article 8 and is not able to recover the full amount of any such claim from such Seller, Buyers shall have the right to demand from such Seller the satisfaction of such claim through the delivery to Holdings of a number of Rollover Shares held by such Seller having an aggregate Rollover Share Value equal to the amount that such Buyer Group Member was unable H:815039 55 to recover. Each Seller hereby agrees to any such delivery of Rollover Shares from such Seller to Buyers in satisfaction of any indemnification obligations hereunder and authorizes Holdings to transfer such Rollover Shares to Buyers or any of their Affiliates. Notwithstanding the foregoing, if a Seller fails to deliver such Rollover Shares in satisfaction of any indemnification obligations hereunder, without any further action by Buyexx, xxch Seller shall automatically forfeit all of such Sellers’ rights, title and interest in and with respect to such Rollover Shares, and Mondee shall be paid in accordance deemed the owner of such Rollover Shares for all purposes, and Mondxx xxxees to provide such Seller with subsection (v) hereof; andwritten notice thereof promptly after any such forfeiture. Any transferee of Rollover Shares shall agree to be bound by and subject to the terms of this Section 8.4(e). (vf) upon Any indemnification payments made pursuant to this Article 8 shall be effected by wire transfer of immediately available funds to an account or accounts designated by the applicable Buyer Group Member or Seller Group Member, as the case may be, within three Business Days after the determination of the amount of an Indemnification Claimthereof, whether by pursuant to a final judgment, settlement or agreement between among the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedparties.

Procedures for Indemnification. The obligations and liabilities (a) No party hereto will be liable for any Claim for indemnification under this Article IX unless written notice of a Claim for indemnification is delivered by the party seeking indemnification (the "Indemnified Party") to the Party from whom indemnification is sought (the "Indemnifying Party") prior to the expiration of the parties applicable survival period, if any, set forth in Section 9.1. If any third party notifies the Indemnified Party with respect to an Indemnification any matter which may give rise to a Claim shall be subject for indemnification (a "Third Party Claim") against the Indemnifying Party under this Article IX, then the Indemnified Party will notify the Indemnifying Party promptly thereof in writing and in any event within 15 days after receiving notice from a third party; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is prejudiced thereby. All notices given pursuant to this Section 9.4 will describe with reasonable specificity the Third Party Claim and the basis of the Indemnified Party's Claim for indemnification. Once the Indemnified Party has given notice of the Third Party Claim to the following terms and conditions: (i) an Indemnification Claim shall Indemnifying Party, the Indemnifying Party will be made by a NM Indemnitee by delivery of a written notice entitled to participate therein and, to the Company Indemnitors' Representative requesting indemnification from extent desired, to assume the Company Indemnitors defense thereof with counsel of its choice, provided, however, the Indemnified Party may participate (but not control) such defense and specifying after notice of its election to assume the basis on which indemnification is sought and defense thereof, the amount Indemnifying Party will 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 asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) other than reasonable costs of investigation, unless the Indemnifying Party does not actually assume the defense thereof following notice of such other information as election. If the Indemnifying Party does not assume the defense of such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by Indemnified Party will have the Indemnitee and right to undertake the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a defense of such Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery counsel or other representatives of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative its own choosing, on behalf of all and for the account and risk of the Indemnifying Party (subject Indemnitorsto the limitations on the Indemnifying Party's obligations to indemnify otherwise set forth in this Article IX and to the right of the Indemnifying Party to assume the defense of or opposition to such Third Party Claim at any time prior to settlement, compromise or final determination thereof). (b) Neither the Indemnified Party nor the Indemnifying Party will consent to the entry or any judgment or enter into any settlement of any Third Party Claim that might give rise to liability of the other Party under this Article IX without such Party's consent, which will not be unreasonably withheld or delayed. If the Indemnifying Party elects to settle any such Third Party Claim, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination Indemnified Party refuses to consent to such compromise or settlement, then the liability of the amount of an Indemnification Claim, whether by agreement between Indemnifying Party to the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay Indemnified Party will be limited to the amount of such Indemnification Claim within ten (10) days of offered by the date such amount is determinedIndemnifying Party in compromise or settlement.

Procedures for Indemnification. The obligations and liabilities of the parties with respect to an Indemnification Claim shall be subject to the following terms and conditions: (ia) an An Indemnification Claim shall be made by a NM the Indemnitee by delivery of a written notice declaration to the Company Indemnitors' Representative Indemnitor requesting indemnification from the Company Indemnitors and specifying in reasonable detail the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning attaching any written correspondence asserting such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice . With respect to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such an Indemnitee shall have concerning deliver such declaration to Indemnitor promptly after receiving notice of such Third Party Claim; provided, however, the failure to notify the Indemnitee will not relieve the Indemnitor of any liability that it may have to the Indemnitee, except to the extent that the Indemnitor's defense of or ability to settle such Indemnification Claim is actually and materially prejudiced by the Indemnitee's failure to give such notice. (iiib) if If the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 7.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative;Indemnitor. (ivc) if If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative Indemnitor shall have thirty twenty (3020) days Business Days to object to such Indemnification Claim by delivery of a written notice of such objection to such the Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a If an objection is timely manner shall constitute a final and binding acceptance of the Indemnification Claim interposed by the Indemnitors Representative on behalf of all Indemnitor, then the subject Indemnitors, Indemnitee and the Indemnitor shall negotiate in good faith for a period of fifteen (15) Business Days from the date (such period is hereinafter referred to as the "Negotiation Period") the Indemnitee receives such objection. After the Negotiation Period, if the Indemnitor and the Indemnitee still cannot agree on an Indemnification Claim shall be paid in accordance with subsection (v) hereof; andClaim, either the Indemnitor and Indemnitee may commence litigation regarding the dispute. (vd) upon Upon determination of the amount of an Indemnification Claim, whether by agreement between Claim that is binding on both the Indemnitors Representative Indemnitor and the Indemnitee or otherwiseIndemnitee, the Indemnitors Indemnitor shall pay the amount of such Indemnification Claim by wire transfer of immediately available funds within ten (10) days of the date such amount is determined.

Procedures for Indemnification. The obligations (a) Promptly following the receipt by a Person entitled to indemnification under this Article VIII (an “Indemnified Party”) of notice of a demand, claim, action, assessment or proceeding made or brought by a third party, including a Governmental Authority (a “Third Party Claim”), and liabilities promptly upon an Indemnified Party becoming aware of the parties with respect to an Indemnification Claim shall be subject to the following terms and conditions: Basis of a claim for Damages, such Indemnified Party: (i) shall notify the Seller, or the Buyer, as applicable (each, an Indemnification Claim shall be made by a NM Indemnitee by delivery “Indemnifying Party”), of a written such claim’s existence, setting forth the facts and circumstances in connection with which such Indemnified Party has received such notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors or become aware of such Basis; and (ii) specifying the basis on hereunder upon which the Indemnified Party’s claim for indemnification is sought and asserted; provided, however, that a failure to provide prompt notification shall not prevent or prejudice a claim under this Article VIII except to the amount extent such failure has prejudiced the rights or defenses of asserted Losses andthe Indemnifying Party. (b) The Indemnified Party shall, in upon reasonable notice by the case Indemnifying Party, tender the defense of a Third Party Claim to the Indemnifying Party. If the Indemnifying Party accepts responsibility for the defense of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee then the Indemnifying Party shall have concerning the right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in its discretion exercised in good faith and upon the advice of counsel, and subject to the consent of the Indemnified Party (which shall not be unreasonably withheld) to settle any such matter, either before or after the initiation of litigation, provided that at least ten (10) days prior to any such settlement, they shall give written notice of their intention to settle to the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any defense conducted by the Indemnifying Party. (c) Notwithstanding the foregoing, in connection with any settlement negotiated by the Indemnifying Party, no Indemnified Party shall be required to: (i) enter into or be bound by or obligated under any settlement (A) that does not include the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, (B) if the Indemnified Party shall, in writing to the Indemnifying Party within the ten (10) day period prior to such proposed settlement, unreasonably withhold its consent with respect to such settlement proposal as contemplated by Article VIII, and desire to have the Indemnifying Party tender the defense of such matter back to the Indemnified Party, or (C) that requires an Indemnified Party to take any unreasonable affirmative actions as a condition of such settlement; or (ii) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party; provided, however, that should the Indemnified Party disapprove of a settlement proposal pursuant to clause (i)(B) above, the Indemnified Party shall thereafter have all of the responsibility for defending, contesting and settling such Third Party Claim but shall not be entitled to indemnification by the Indemnifying Party to the extent that, upon final resolution of such Third Party Claim;, the Indemnifying Party’s liability to the Indemnified Party but for this proviso exceeds what the liability to the Indemnified Party would have been if the Indemnified Party were permitted to settle such Third Party Claim in the absence of the Indemnified Party exercising its right under clause (i)(B) above. (iid) If, in accordance with the foregoing provisions of this Article VIII, an Indemnification Claim Indemnified Party shall be made by a Company Indemnitee by delivery of a written notice entitled to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of against a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee and if the Indemnifying Party shall fail to accept the defense of a Third Party Claim which has been tendered in accordance with this Section 8.5, the Indemnified Party shall have concerning the right, without prejudice to its rights of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim. (iii) if the Indemnification Claim involves a , and may settle such Third Party Claim, either before or after the procedures set forth in Section 8.5 hereof shall also be observed by initiation of litigation, at such time and upon such terms as the Indemnitee Indemnified Party deems fair and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claimreasonable, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within provided at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 8.5, the Indemnified Party defends or settles a Third Party Claim for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees, expert fees and other expenses of defending the Third Party Claim which are incurred from time to time, forthwith following the presentation to Indemnifying Party of itemized bills for said attorneys’ fees, court costs and other expenses. No failure by the Indemnifying Party to acknowledge in writing its indemnification obligations under this Section 8.5 shall relieve it of such obligations to the extent they exist. (e) The Indemnified Party shall use commercially reasonable efforts to seek recovery from any insurance policies owned by any Target as of the date such amount is determinedClosing Date with respect to any Damages eligible for reimbursement under said insurance policies.

Procedures for Indemnification. The obligations (a) THIRD PARTY CLAIMS. If a claim or demand is made against an NMR Indemnitee or a IMS HEALTH Indemnitee (each, an "Indemnitee") by any person who is not a party to this Agreement (a "Third Party Claim") as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the "Indemnifying Party") in writing, and liabilities in reasonable detail, of the parties with respect 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 not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, 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 Indemnification Claim Indemnitee, the Indemnifying Party shall be subject entitled to participate in the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the case 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, containing 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 attachment or otherwise) such other information as the Indemnitee in connection with the defense thereof; PROVIDED, that such Indemnitee shall have concerning 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 Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; PROVIDED, HOWEVER, that the Indemnitee shall have 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; (ii) an Indemnification , the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; PROVIDED, HOWEVER, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and not exceed the amount that would be required to be paid by or on behalf of asserted Losses andthe Indemnifying Party in connection with such settlement, in compromise or discharge. If an Indemnifying Party elects not to assume the case defense of a Third Party Claim, containing (by attachment or otherwise) such other information fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee shall have concerning may compromise, settle or defend such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. (iiib) if In the Indemnification Claim involves a Third event of payment by an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the procedures set forth place of such Indemnitee as to any events or circumstances in Section 8.5 hereof respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim. Such Indemnitee shall also be observed by cooperate with such Indemnifying Party in a reasonable manner, and at the Indemnitee cost and the Indemnitors Representative;expense of such Indemnifying Party, in prosecuting any subrogated right or claim. (ivc) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying The remedies provided in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim this Article III shall be paid in accordance with subsection (v) hereof; and (v) upon determination cumulative and shall not preclude assertion by any Indemnitee of any other rights or the amount seeking of an Indemnification Claim, whether by agreement between the Indemnitors Representative any and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedall other remedies against any Indemnifying Party.

Procedures for Indemnification. The obligations (a) A Person who may be entitled to be indemnified and liabilities held harmless under Section 3.2 or Section 3.3 (the “Indemnified Party”), shall promptly notify (but in any event within thirty (30) days) the Party that is potentially liable therefor (the “Indemnifying Party”) in writing of any pending or threatened claim, investigation, proceeding or demand by a Third Party that the parties with respect Indemnified Party has determined has given or could reasonably give rise to an Indemnification Claim shall be subject to the following terms and conditions:such a right under this Agreement (including a pending or threatened claim or demand asserted by a Third (ib) Following receipt of a notice of a Third-Party Claim from an Indemnification Indemnified Party pursuant to Section 3.4(a), the Indemnifying Party may assume the defense and control of such Third-Party Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from Indemnified Party, and if it does not assume the Company Indemnitors and specifying the basis on which indemnification is sought and the amount defense of asserted Losses and, in the case of a Third such Third-Party Claim, containing (to participate in the defense of any Third-Party Claim in accordance with the terms of Section 3.5 at such Indemnifying Party’s own cost and expense and by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice Indemnifying Party’s own counsel, that is reasonably acceptable to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses andIndemnified Party, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have within thirty (30) days of receipt of an indemnification notice of from such Indemnified Party; provided that the Indemnifying Party shall not be entitled to object assume or maintain control of the defense of any Third-Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party to the extent (i) in the reasonable judgment of the Indemnified Party, after consultation with outside counsel, there exists a conflict of interest between the Indemnifying Party and the applicable Indemnified Party in the defense of such Indemnification Third- Party Claim by the Indemnifying Party, (ii) the Third-Party Claim is a criminal proceeding, action, indictment, allegation or investigation against the Indemnified Party or (iii) the Third-Party Claim seeks injunctive or other non-monetary relief that, if granted, would reasonably be expected to have a material and adverse effect on the Indemnified Party’s business. (c) The Indemnified Party may take any actions reasonably necessary to defend such Third-Party Claim prior to the time that it receives a notice from the Indemnifying Party as contemplated by Section 3.4(b). If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third-Party Claim with its own counsel and at its own expense, and the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof (it being understood and agreed that even if the Indemnified Party participates in the defense of such a Third-Party Claim, the Indemnifying Party shall control the defense and all decisions with respect thereto). Remainco or Spinco, as the case may be, shall, and shall use their reasonable best efforts to, and to cause their Affiliates and Representatives to, cooperate fully with the Indemnifying Party in the defense of any Third-Party Claim. Without limiting the generality of the foregoing, from and after the delivery of a notice of a claim for indemnification, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its Representatives reasonable access, during normal business hours, to the books, records, personnel (d) No Indemnifying Party shall have any liability under this Article III for any Losses arising out of or in connection with any Third-Party Claim that is settled or compromised by an Indemnified Party without the prior consent of such Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). (e) If an Indemnified Party wishes to make a claim under this Article III that does not involve a Third-Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party setting forth (i) a reasonably detailed description of the claim, (ii) a good faith estimate of the amount of the claim (to the extent ascertainable) and (iii) the specific provision of this Agreement that the Indemnified Party alleges to be breached (or other category of indemnification into which the Loss fits), and such notice shall be accompanied by copies of all documentation available to the Indemnified Party that may be necessary or appropriate for the purposes of enabling the Indemnifying Party to be informed and to take any and all appropriate decisions and actions with respect to the matter and Loss that is the subject of the claim; provided that the failure to provide such notice on a timely basis shall not release the Indemnifying Party from any of its obligations under this Article III except to the extent the Indemnifying Party is actually prejudiced by such failure. Reasonable and documented out-of-pocket expenses incurred by current or former Representatives of a Party or another member of such objection Party’s Group (but in no event any compensation expenses of current employees of a Party or another member of a Party’s Group) in connection with another Party’s access to them shall be reimbursed by such Indemnitee other Party promptly following such other Party’s receipt of an invoice specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedexpenses incurred.

Procedures for Indemnification. (a) The obligations and liabilities party (the “Indemnified Party”) that may be entitled to indemnity hereunder shall give prompt notice to the party obligated to give indemnity hereunder (the “Indemnifying Party”) of the parties with assertion of any claim, or the commencement of any suit, action or proceeding (including but not limited to environmental enforcement actions), or Indemnified Party’s intent to conduct any non-enforcement related Required Remedial Environmental Compliance Activity which would not involve formal proceedings, in respect of which indemnity may be sought hereunder. Any failure on the part of any Indemnified Party to an Indemnification Claim give the notice described in this Section 8.4(a) shall be subject relieve the Indemnifying Party of its obligations under this Article 8 only to the following terms extent that such Indemnifying Party has been prejudiced by the lack of timely and conditions:adequate notice (except that the Indemnifying Party shall not be liable for any expenses incurred by the Indemnified Party during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly (and in any event within 10 days thereof) after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such claim, action, suit, proceeding or Required Remedial Environmental Compliance Activity. (i) Except for non-enforcement related Required Remedial Environmental Compliance Activity, the Indemnifying Party shall have the obligation to assume the defense or settlement of any third-party claim, suit, action or proceeding (including enforcement related Required Remedial Environmental Compliance Activity) in respect of which indemnity may be sought hereunder, provided that (i) the Indemnified Party shall at all times have the right, at its option, to participate fully therein, and (ii) if the Indemnifying Party does not proceed diligently to defend the third-party claim, suit, action or proceeding within 10 days after receipt of notice of such third-party claim, suit, action or proceeding, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of any such third-party claim, suit, action or proceeding. (ii) With regard to non-enforcement related Required Remedial Environmental Compliance Activity, the Indemnifying Party shall have the obligation to assist the Indemnified Party by providing information regarding past noncompliance to delineate the necessary extent of the Required Remedial Environmental Compliance Activity and to indemnify the Indemnified Party for Reasonable Costs and Expenses incurred in performing the Required Remedial Environmental Compliance Activity as recommended by an Indemnification Claim environmental professional. Prior to performing any Activity, the Indemnified Party shall have the obligation to provide reasonable notice to the Indemnifying Party of the voluntary Required Remedial Environmental Compliance Activity recommended by the environmental professional. At the request of the Indemnifying Party, the Indemnified party will provide the Indemnifying Party a reasonable opportunity to comment on the proposed Activity and direct the environmental professional recommending the Activity to consider these comments before finalizing its proposal. The Indemnifying Party has no right or opportunity pursuant to this Agreement to veto the environmental professional’s final proposal once their comments have been considered. (c) The Indemnifying Party shall not be made by a NM Indemnitee by delivery required to indemnify the Indemnified Party with respect to any amounts paid in settlement of a any third-party suit, action, proceeding or investigation entered into without the written consent of the Indemnifying Party; provided, however, that if the Indemnified Party is the Buyer, such third-party suit, action, proceeding or investigation may be settled without the consent of the Indemnifying Party on 10 days’ prior written notice to the Company Indemnitors' Representative requesting indemnification from Indemnifying Party if such third-party suit, action, proceeding or investigation is then unreasonably interfering with the Company Indemnitors and specifying the basis on which indemnification is sought business or operations of Buyer and the amount of asserted Losses andsettlement is commercially reasonable under the circumstances; and provided further, in that if the case of a Third Indemnifying Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a gives 10 days’ prior written notice to the NM Indemnitors' Representative requesting indemnification Indemnified Party of a settlement offer which the Indemnifying Party desires to accept and specifying the basis on which indemnification is sought to pay all Losses with respect thereto (“Settlement Notice”) and the Indemnified Party fails or refuses to consent to such settlement within 10 days after delivery of the Settlement Notice to the Indemnified Party, and such settlement otherwise complies with the provisions of this Section 8.4, the Indemnifying Party shall not be liable for Losses arising from such third-party suit, action, proceeding or investigation in excess of the amount proposed in such settlement offer. Notwithstanding the foregoing, no Indemnifying Party will consent to the entry of asserted Losses andany judgment or enter into any settlement without the consent of the Indemnified Party, in if such judgment or settlement imposes any obligation or liability upon the case Indemnified Party other than the execution, delivery or approval thereof and customary releases of a Third Party Claim, containing claims with respect to the subject matter thereof. This subparagraph (by attachment c) does not apply to Indemnified Party’s performance of non-enforcement related Required Remedial Environmental Compliance Activities or otherwise) such other information as such Indemnitee shall have concerning such Third Party ClaimIndemnifying Party’s indemnification of same. (iiid) if the Indemnification Claim involves a Third Party ClaimThe parties shall cooperate in defending any such third-party suit, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claimaction, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitorsproceeding or investigation, and the Indemnification Claim Indemnifying Party shall be paid have reasonable access to the books and records, and personnel in accordance with subsection (v) hereof; and (v) upon determination the possession or control of the amount Indemnified Party that are pertinent to the defense. The Indemnified Party may join the Indemnifying Party in any suit, action, claim or proceeding brought by a third party, as to which any right of an Indemnification Claimindemnity created by this Agreement would or might apply, whether by agreement between for the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount purpose of such Indemnification Claim within ten (10) days enforcing any right of the date indemnity granted to such amount is determinedIndemnified Party pursuant to this Agreement. This subparagraph (d) does not apply to Indemnified Party’s performance of non-enforcement related Required Remedial Environmental Compliance Activities or Indemnifying Party’s indemnification of same.

Procedures for Indemnification. The obligations and liabilities (a) Promptly after receipt by a Buyer Indemnified Party or Seller Indemnified Party, as applicable (the “Indemnified Party”), of written notice of the parties assertion or the commencement of any claim or other litigation by a third party with respect to an Indemnification Claim any matter referred to in Sections 8.2(a), 8.2(b), 8.3(a) or 8.3(b), the Indemnified Party shall give written notice thereof to Seller or Buyer, as applicable (the “Indemnifying Party”), which notice shall include a description of the claim or litigation, the amount of Losses asserted in connection therewith (to the extent known and quantifiable) and the basis for the claim or litigation, and thereafter shall keep the Indemnifying Party reasonably informed with respect thereto; provided, however, that failure of the Indemnified Party to give such notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced thereby. (b) The Indemnifying Party shall be entitled to participate in the defense of such claim or litigation giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s expense, and at its option (subject to the following terms and conditionslimitations set forth below) 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, however, that: (i) an Indemnification Claim the Indemnified Party shall be made by a NM Indemnitee by delivery of a written notice entitled to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, participate in the case defense of a Third Party Claimsuch claim or litigation and to employ counsel of its choice for such purpose, containing (so long as the fees and expenses of such separate counsel are borne by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claimthe Indemnified Party; (ii) the Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Parties if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action or indictment; or (B) the claim seeks an Indemnification Claim shall be made by a Company Indemnitee by delivery injunction or equitable relief against the Indemnified Party(ies); (iii) at any time during the pendency of a such claim or any litigation or other proceeding relating thereto, the Indemnified Party may assume control of the defense and settlement of such claim upon prior written notice to the NM Indemnitors' Representative requesting indemnification Indemnifying Party if the Indemnifying Party fails to defend such claim; and (iv) if the Indemnifying Party assumes control of the defense of any such claim or litigation, the Indemnified Party shall agree to any settlement, compromise or discharge of such claim or litigation that the Indemnifying Party may recommend and specifying that by its terms obligates the basis on which indemnification is sought and Indemnifying Party to pay the full amount of asserted Losses andin connection with such claim or litigation and does not impose any material obligations or material restrictions on the Indemnified Party in any manner; provided, in however, that the case Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of a Third claim or litigation or ceasing to defend such claim or litigation if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party Claimor if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities with respect to such claim or litigation, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claimwithout prejudice. (iiic) if In order for any Indemnified Party to be entitled to any indemnification pursuant to this Article VIII, the Indemnification Claim involves Indemnified Party shall notify the Indemnifying Party in writing within ten (10) Business Days of such Indemnifying Party becoming aware of the event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis of such claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a Third result of such failure. The Indemnified Party Claimshall thereupon give the Indemnifying Party reasonable access to the books, records and assets of the Indemnified Party which evidence or support such claim or the act, omission or occurrence giving rise to such claim and the right, upon prior notice during normal business hours, to interview any Representative of such Indemnified Party, including outside legal counsel, accountants and financial advisors of the Indemnified Party related thereto. If the Indemnifying Party disputes its liability with respect to any such claim, the Indemnifying Party and the Indemnified Party shall proceed to negotiate a resolution of such dispute for a period of thirty (30) days. If after the conclusion of such thirty (30) day period the dispute has not been resolved, either the Indemnifying Party or Indemnified Party may seek resolution such dispute shall be resolved through the procedures set forth in Section 8.5 hereof 10.12 of this Agreement. (d) If an Indemnified Party becomes aware of a third party action that the Indemnified Party believes, in good faith, may result in a claim with respect to a matter referred to in Sections 8.2(c) or 8.3(c), the Indemnified Party shall also be observed promptly notify the Indemnifying Party of such action. The Indemnifying Party shall conduct the defense of such action and shall, to the extent reasonably requested by the Indemnitee Indemnified Party from time to time, give updates as to the status of such action. The Indemnified Party shall be entitled to participate in any such defense at its sole cost and expense. The Indemnifying Party may agree to any settlement or compromise of any such third party action in its sole discretion, so long as such settlement or compromise (i) does not obligate any Indemnified Party to take or refrain from taking any action and (ii) provides for a complete release of the Indemnitors Representative;Indemnified Party by such third party. Any such settlement or compromise by the Indemnifying Party shall represent the agreement of the Indemnifying Party that the Losses incurred in connection therewith shall be indemnifiable hereunder. (ive) if The procedures for providing the Indemnification Claim involves a matter other than a Third Party ClaimEscrow Agent notice of any claims against the Holdback Amount by the Indemnified Parties, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery resolution of a written notice of such objection to such Indemnitee specifying any disputes in reasonable detail connection with the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject IndemnitorsHoldback Amount, and the Indemnification Claim release of any portion of the Holdback Amount to Seller or the Buyer Indemnified Parties shall be paid addressed in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedEscrow Agreement.

Procedures for Indemnification. The obligations and liabilities of the parties with respect to an Indemnification (a) Whenever a Claim shall be subject arise for indemnification under Section 9.02 (other than under Section 9.02(b)(iv)), the Person entitled to indemnification (the following terms and conditions: (i“INDEMNIFIED PARTY”) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to promptly notify the Company Indemnitors' Representative requesting indemnification Party from the Company Indemnitors and specifying the basis on which indemnification is sought (the “INDEMNIFYING PARTY”) of such Claim and, when known, the facts constituting the basis of such Claim; provided, however, that in the event of a Claim for indemnification resulting from or in connection with a Claim by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than 10 Business Days prior to the time any response to the third party Claim is required, if possible, and in any event within 15 Business Days following receipt of notice thereof (provided, that failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability it may have to the Indemnified Party, except to the extent that the Indemnifying Party has been actually and materially prejudiced by such failure). Following receipt of notice of any such third party Claim, and unless counsel to the Indemnified Party shall have reasonably determined in good faith that the assumption of such defense by the Indemnifying Party would be inappropriate due to a conflict of interest, the Indemnifying Party shall have the option, at its cost and expense, to assume the defense of such matter and to retain counsel (not reasonably objected to by the Indemnified Party) to defend any such claim or legal proceeding, and the amount Indemnifying Party shall not be liable to the Indemnified Party for any fees of asserted Losses andother counsel or any other expenses (except as expressly provided to the contrary herein) with respect to the defense of such Claim, other than reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. The Indemnified Party shall have the option of joining the defense of such Claim (which shall be at the sole cost and expense of the Indemnified Party) with counsel not reasonably objected to by the Indemnifying Party and counsel for each party shall, to the extent consistent with such counsel’s professional responsibilities, cooperate with the other party and any counsel designated by that party. In effecting the settlement or compromise of, or consenting to the entry of any judgment with respect to, any such Claim, the Indemnifying Party, or the Indemnified Party, as the case may be, shall act in good faith, shall consult with the other party and shall enter into only such settlement or compromise or consent to the entry of any judgment as the other party shall consent, such consent not to be unreasonably withheld, conditioned or delayed. An Indemnifying Party shall not be liable for any settlement, compromise or judgment not made in accordance with the preceding sentence. (b) Buyer shall promptly and diligently defend, prosecute or settle the matters described in Section 9.02(b)(iv) (including the defense of any members of the Seller Indemnified Group that are defendants or respondents with respect to such matters). If Buyer’s counsel shall have advised Buyer in writing, in which case Buyer shall deliver a copy to the case Indemnified Party, or if the Indemnified Party reasonably believes, that there is a conflict of a Third interest that could make it inappropriate under applicable standards of professional conduct to have common counsel, the Indemnified Party Claimmay retain its own counsel with respect to such defense and Buyer shall pay the reasonable attorneys’ fees and expenses of counsel for such Indemnified Party. Buyer shall obtain the prior written consent of the Indemnified Party, containing which consent shall not be unreasonably withheld, delayed or conditioned, before entering into or making (by attachment or otherwiseallowing the Companies to enter into or make), any settlement or compromise of the matters described in Section 9.02(b)(iv) if (i) such other information as such Indemnitee shall have concerning such Third Party Claim; settlement or compromise does not include a full release of the Indemnified Party, (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery such settlement or compromise includes any non-monetary remedy binding on the Indemnified Party or (iii) the Indemnified Party reasonably believes that Buyer will not have the ability to satisfy fully its obligations pursuant to Section 9.02(b)(iv) at the time of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment such settlement or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claimcompromise. (iiic) if After the Indemnification Claim involves a Third Party ClaimClosing Date, Seller and Buyer shall grant each other (or their respective designees), and Buyer shall cause the procedures set forth Companies to grant to Seller (or its designees), access at all reasonable times to all of the information, books and records relating to the Companies in Section 8.5 hereof its possession, and shall also be observed by afford such party the Indemnitee right (at such party’s expense) to take extracts therefrom and to make copies thereof, to the Indemnitors Representative; extent reasonably necessary to implement the provisions of, or to investigate or defend any Claims arising under, this Agreement. Further, after the Closing Date, Buyer shall cause the Companies to grant to Seller (ivor its designees) if the Indemnification Claim involves a matter other than a Third Party Claim, access and right to take extracts and make copies described in the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis preceding sentence for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedother purposes as Seller may reasonably request.

Procedures for Indemnification. The obligations If a claim or demand is made against any person who is entitled to indemnification hereunder (an "Indemnitee") by any person who is not a party, or an Affiliate of a party, to this Agreement (a "Third Party Claim") as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party obligated hereunder to indemnify such Indemnitee (the "Indemnifying Party") in writing, and liabilities in reasonable detail, of the parties with respect 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 not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnification Claim Indemnitee, the Indemnifying Party shall be subject entitled to partici- xxxx in the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the case 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, containing (the Indemnifying Party shall not be liable to the Indemnitee for legal or other expenses subsequently incurred by attachment the Indemnitee in connection with the defense thereof; provided that if there exists or otherwise) is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnitee for the same counsel to represent both the Indemnitee and the Indemnifying Party, then the Indemnitee shall be entitled to retain its own counsel, at the expense of the Indemnifying Party. If the Indemnifying Party assumes such other information as such defense, the Indemnitee shall have concerning the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim; (ii) an Indemnification Claim , all of the Indemnitees shall be made by a Company Indemnitee by delivery of a written notice to cooperate with the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, Indemnifying Party in the case of defense or prosecution thereof. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, containing (by attachment then in no event will the Indemnitee admit any liability with respect to, or otherwise) such other information as such settle, compromise or discharge, any Third Party Claim without the Indemnifying Party's prior written consent; provided, however, that the Indemnitee shall have concerning the right to settle, compromise or discharge such Third Party Claim. (iii) Claim without the consent of the Indemnifying Party if the Indemnification Indemnitee releases in writing the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim involves 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 procedures set forth 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 Section 8.5 hereof connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that all of the Indemnitees that are subject to the Third Party Claims that are to be settled, compromised or discharged may unanimously refuse to agree to any such settlement, compromise or discharge if each Indemnitee agrees that the Indemnifying Party's indemnification obligation with respect to such Third Party Claim shall also not exceed the amount that would be observed required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee and the Indemnitors Representative; (ivin defending such Third Party Claim) if the Indemnification Third Party Claim involves a matter seeks an order, injunction or other equitable relief or relief for other than a 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 ClaimClaim can be so separated from that for money damages, the Indemnitors Representative Indemnifying Party shall have thirty (30) days be entitled to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail assume the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance defense of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedportion relating to money damages.

Procedures for Indemnification. The obligations (a) Whenever a claim shall arise for indemnification under Section 11.1 above, with the exception of claims for litigation expenses in respect of a litigation as to which a notice of claim, as provided below in this Section 11.2, has previously been given, which expenses shall be funded on an ongoing basis, the party entitled to indemnification (the "Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party") of such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party, the Indemnified Party shall give such notice thereof to the Indemnifying Party not later than 10 business days prior to the time any response to the asserted claim is required, if possible, and liabilities in any event within 5 business days following receipt of notice thereof. Notwithstanding anything in the parties preceding sentence to the contrary, the failure of any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability for indemnification it may have if and to the 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 sole cost and expense, assume the defense thereof; provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Losses attributable to such claim or Legal Proceeding; and, provided, further, that Seller shall not be entitled to assume the defense of any claim or Legal Proceeding against Buyer or HOLL for Taxes with respect to a period ending after the Closing Xxxx. If an Indemnification Claim Indemnifying Party assumes the defense of any such claim or Legal Proceeding, the Indemnifying Party shall be subject entitled to select counsel and take all steps necessary in the following terms and conditions: (i) an Indemnification Claim defense thereof; provided, however, that no settlement shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (and if the Indemnified Party shall withhold its consent to any monetary settlement proposed by a NM Indemnitee by delivery of a written notice the Indemnifying Party and which the other party to the Company Indemnitors' Representative requesting indemnification from action has indicated it is prepared to accept, the Company Indemnitors and specifying Indemnified Party shall in no event be deemed for purposes of this Agreement, to have suffered Losses in connection with such claim or proceeding in excess of the basis on which indemnification is sought and the proposed amount of asserted Losses such settlement); provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. So long as the Indemnifying Party is in good faith defending such claim or Legal Proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume the defense of any such claim or Legal Proceeding in accordance with the terms hereof, the Indemnified Party may defend (and, in the case of any claim or Legal Proceeding against Buyer or HOLL for Taxes with respect to a Third period ending after the Closing Xxxx, shall defend) against such claim or Legal Proceeding in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation (after giving prior written notice of the same to the Indemnifying Party Claimand obtaining the prior written consent of the Indemnifying Party, containing which consent shall not be unreasonably withheld) on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions of this Section 11.2; provided, however, that if the Indemnified Party does not obtain the prior written consent of the Indemnifying Party to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the claim settled. Notwithstanding anything in this Section 11.2 to the contrary, if, in any claim or Legal Proceeding with respect to which the Indemnified Party has given the notice required under this Section 11.2, (by attachment i) the Indemnifying Party shall not have promptly employed counsel reasonably satisfactory to the Indemnified Party or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim such Indemnified Party shall have reasonably concluded, based upon the opinion of its outside legal counsel, that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then in either event (x) the Indemnified Party may participate in any such proceeding with the counsel of its choice, the expense for which shall be made borne by a Company Indemnitee 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 delivery 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 a written notice any such action on behalf of the Indemnified Party. (b) If Buyer or HOLL is the Indemnifying Party, all payments by the Indemnifying Xxxxy pursuant to this Article XI shall be in cash and in immediately available funds. If Seller is the NM Indemnitors' Representative requesting indemnification Indemnifying Party, Seller, in its sole discretion, may elect to make all payments pursuant to this Article XI in the form of (m) cash; (n) shares of the Stock Consideration valued at the average closing price of the Common Stock on the NASDAQ National Market for the five (5) business days preceding the Closing Date; or (o) some combination of (m) and specifying the basis on which indemnification is sought and the amount of asserted Losses and(n). (c) Notwithstanding any other provision in this Agreement, in the case absence of a Third fraud or willful misconduct on the part of the Indemnifying Party Claimor any of its employees or agents, containing an Indemnifying Party shall not be responsible for Losses indemnifiable under this Article XI in excess of Nine Hundred Thousand Dollars (by attachment or otherwise) such other information as such Indemnitee $900,000); provided, however, that the foregoing cap shall have concerning such Third Party Claimnot apply to any Losses in respect of Taxes for which Seller has indemnified Buyer under Section 11.1(a). (iiid) if the Indemnification Claim involves a Third Party ClaimExcept as provided in Section 13.1, the procedures indemnification obligations set forth in Section 8.5 hereof 11.1 shall also be observed expire upon the latter of the filing of a Certificate of Dissolution of Seller with the California Secretary of State or December 31, 2001; provided that such indemnification obligations shall survive with respect to any claims made by an Indemnified Party to the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Indemnifying Party Claim, the Indemnitors Representative shall have thirty (30) days to object under Section 11.1 prior to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedlatter date.

Procedures for Indemnification. The obligations and liabilities (a) No party hereto will be liable for any Claim for indemnification under this Article VIII unless written notice of a Claim for indemnification is delivered by the party seeking indemnification (the “Indemnified Party”) to the Party from whom indemnification is sought (the “Indemnifying Party”) prior to the expiration of the parties applicable survival period, if any, set forth in Section 8.1. If any third party notifies the Indemnified Party with respect to an Indemnification any matter which may give rise to a Claim for indemnification (a “Third Party Claim”) against the Indemnifying Party under this Article VIII, then the Indemnified Party will notify the Indemnifying Party promptly thereof in writing and in any event within 15 days after receiving notice from a third party; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is prejudiced thereby. All notices given pursuant to this Section 8.4 will describe with reasonable specificity the Third Party Claim and the basis of the Indemnified Party’s Claim for indemnification. Once the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party will be entitled to participate therein and, to the extent desired, to assume the defense thereof with counsel of its choice. However, the Indemnified Party may continue to participate in (but not control) such defense at its own cost and expense, which costs and expenses shall not be subject to the indemnification provisions in this Article VIII unless the Indemnifying Party does not actually assume the defense thereof following terms notice of such election. If the Indemnifying Party does not assume the defense of such Third Party Claim, the Indemnified Party will have the right to undertake the defense of such Third Party Claim, by counsel or other representatives of its own choosing (subject to the limitations on the Indemnifying Party’s obligations to indemnify otherwise set forth in this Article VIII and conditions:in the definition of Losses in Section 1.1, and to the right of the Indemnifying Party to assume the defense of or opposition to such Third Party Claim at any time prior to settlement, compromise or final determination thereof). (ib) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice Neither the Indemnified Party nor the Indemnifying Party will consent to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount entry of asserted Losses andany judgment or enter into any settlement or compromise of any Third Party Claim that might give rise to liability of another Party, in each case without such Party’s consent, which will not be unreasonably withheld or delayed; provided, however, the case of Indemnifying Party may settle or compromise a Third Party Claim, containing without the consent of the Indemnified Party, if (by attachment or otherwisei) such other information as such Indemnitee shall have concerning settlement or compromise is made only for monetary consideration, and (ii) all required payments are paid entirely by the Indemnifying Party. If the Indemnifying Party elects to settle any such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination Indemnified Party refuses to consent to such compromise or settlement, then the liability of the amount of an Indemnification Claim, whether by agreement between Indemnifying Party to the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay Indemnified Party will be limited to the amount of such Indemnification Claim within ten (10) days of offered by the date such amount is determined.Indemnifying Party in compromise or settlement

Procedures for Indemnification. The obligations and liabilities Promptly after receipt by an indemnified party pursuant to the provisions of Section 8.1 or 8.2 of notice of the parties with respect commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party shall, if a claim thereof is to be made against an Indemnification Claim shall be subject indemnifying party pursuant to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery provisions of a written notice Section 8.1 or 8.2, notify such indemnifying party of the commencement thereof; but the omission to so notify such indemnifying party will not relieve it from any liability which it may have to the Company Indemnitors' Representative requesting indemnification from indemnified party hereunder except to the Company Indemnitors extent that the indemnifying party was prejudiced by such failure to so notify. In case such action is brought against an indemnified party and specifying it notifies the basis on which indemnification is sought indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any action include both the indemnified party and the amount indemnifying party and the indemnified party shall have reasonably concluded 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 asserted Losses andinterest 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 the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice defense of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative action on behalf of all such indemnified party. After notice from the subject Indemnitorsindemnifying party to such indemnified party of its election so to assume the defense thereof, and the Indemnification Claim indemnifying party shall not be paid liable to the indemnified party pursuant to the provisions of such Section 8.1 or 8.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (a) the indemnified party shall have employed counsel in accordance with subsection (v) hereof; and (v) upon determination the proviso of the amount of an Indemnification Claimpreceding sentence, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10b) days of the date such amount is determined.the

Procedures for Indemnification. (a) Any Person making a claim for indemnification under this ARTICLE VII is referred to herein as an “Indemnified Party”. The obligations and liabilities Person from whom indemnification is sought is referred to herein as the “Indemnifying Party”. Promptly after receiving notice of any Proceeding, investigation, demand or other claim against the parties with respect to Indemnified Party by a third party (a “Third Party Claim”), the Indemnified Party shall provide written notice of such claim (any such written notice, an “Indemnification Claim shall be subject to the following terms and conditions: Notice”) to: (i) the Purchaser, if the Third Party Claim arises under Section 7.2, (ii) the Sellers, if the Third Party Claim arises under Section 7.3, and (iii) DINZE, if the Third Party Claim arises under Section 7.4. Each such Indemnification Notice shall describe in reasonable detail the applicable Third Party Claim, including the facts giving rise to such claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known); provided, that the failure to so notify an Indemnification Claim Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure. The Indemnified Party shall also provide such other information with respect thereto as the Indemnifying Party may reasonably request. (b) Any Indemnifying Party shall be made 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 within ten (10) Business Days after receipt of the Indemnification Notice if the Indemnifying Party acknowledges in writing the Indemnifying Party’s obligation to indemnify the Indemnified Party against any Losses that may result from such Third Party Claim and by appointing a NM Indemnitee 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 delivery the Indemnified Party and shall not be recoverable from such Indemnifying Party under this ARTICLE VII. Notwithstanding the foregoing, if the Indemnified Party shall have determined in good faith, and upon advice of a written counsel, that an actual conflict of interest makes representation of the Indemnifying Party and the Indemnified Party by the same counsel inappropriate, then the Indemnified Party may, upon notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought Indemnifying Party, engage separate counsel, and the amount reasonable fees and expenses of asserted Losses andsuch separate counsel shall be borne by the Indemnifying Party to the extent the Third Party Claim is indemnifiable hereunder. (c) Upon assumption of the defense of any such Third Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of the Third Party Claim, unless the Indemnifying Party consents in writing to such payment. Notwithstanding anything to the case contrary herein, the Indemnifying Party shall not compromise or settle, or admit any Liability with respect to, any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless the relief (i) is not in respect of a Third Party ClaimClaim for Taxes, containing (ii) consists solely of money damages (all of which the Indemnifying Party shall pay) and (iii) includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto; provided, however, that if the Indemnified Party fails to consent to such settlement or compromise and such settlement or compromise does not include injunctive relief, the Liability of the Indemnifying Party with respect to such Third Party Claim under this Agreement shall be limited to the amount that would have otherwise been payable had the Indemnifying Party entered into such settlement or compromise. (d) In all cases, the Indemnified Party shall provide its reasonable cooperation with the Indemnifying Party in defense of claims or litigation relating to Third Party Claims, including by attachment or otherwisemaking employees, information and documentation reasonably available. If the Indemnifying Party shall not, within ten (10) such other information as such Indemnitee Business Days of receiving the Indemnification Notice, notify the Indemnified Party that it shall have concerning assume the defense of any such Third Party Claim; , or fails to defend or withdraws from the defense of any such Third Party Claim or the Indemnifying Party is any Seller and the claim(s) relate to or arise in connection with any Purchaser Defensible Matter, the Indemnified Party may defend against such matter in a manner consistent with the above provisions regarding conduct of the defense by the Indemnified Party; provided, that the Indemnified Party may not settle any such matter without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Any of following shall constitute a “Purchaser Defensible Matter”: (i) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, Action, indictment, allegation or investigation, (ii) the Indemnified Party reasonably believes an Indemnification adverse determination with respect to the Third Party Claim shall would be made materially detrimental to or materially injure the Indemnified Party’s reputation or future business prospects, (iii) the claim seeks an injunction or other equitable relief against the Indemnified Party, (iv) the Indemnified Party has been advised by counsel to the effect that a Company Indemnitee by delivery reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party or (v) the estimated Loss is less than (and would not cause the aggregate of all Losses to exceed) the Basket Amount. (e) The Indemnified Party shall provide written notice of claim that is not a Third Party Claim to: (i) the Purchaser, if such claim arises under Section 7.2, (ii) the Sellers, if such claim arises under Section 7.3, and (iii) DINZE, if such claim arises under Section 7.4. Such claim shall describe in reasonable detail the facts giving rise to any claim for indemnification hereunder, the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and amount or method of computation of the amount of asserted Losses andsuch claim (if known); provided, in that the case failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of a Third its obligations hereunder except to the extent that (and only to the extent that) the Indemnifying Party Claim, containing (is materially prejudiced by attachment or otherwise) such failure. The Indemnified Party shall also provide such other information with respect thereto as the Indemnifying Party may reasonably request. In the event that the Indemnifying Party does not notify the Indemnified Party that it disputes such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have claim within thirty (30) days from receipt of the claim notice, the Indemnifying Party will be deemed to object to have acknowledged liability for such Indemnification Claim by delivery claim and the Sellers shall promptly pay such claim. If the Indemnifying Party disputes the validity or amount of a written any such claim, the Indemnifying Party shall so notify the Indemnified Party in writing within thirty (30) days after receipt of the claim notice of such objection to such Indemnitee specifying in reasonable detail the basis for points of disagreement. If any dispute is not resolved within thirty (30) days after the Indemnified Party receives a dispute notice, then either of such objection. Failure parties can initiate an action pursuant to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; andSection 9.10. (vf) upon determination of the amount of an Indemnification ClaimSubject to this ARTICLE VII, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days after any final decision, judgment or award shall have been rendered by a Governmental Authority with competent jurisdiction (and a resolution of any appeal therefrom and the expiration of the date such amount is determinedtime in which to appeal therefrom), or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement, in each case, with respect to a claim hereunder (i) if the claim for indemnification was brought pursuant to Section 7.2, the indemnifying Purchaser shall pay or cause to be paid all sums due and owing to the Seller Indemnified Party in immediately available funds to an account specified by the Seller Indemnified Party, (ii) if the claim for indemnification was brought pursuant to Section 7.3, the indemnifying Seller shall pay or cause to be paid all sums due and owing to the Purchaser Indemnified Party in immediately available funds to an account specified by the Purchaser Indemnified Party, and (iii) if the claim for indemnification was brought pursuant to Section 7.4, the DINZE or the DINZE Member shall pay or cause to be paid all sums due and owing to the Purchaser Indemnified Party in immediately available funds to an account specified by the Purchaser Indemnified Party.

Procedures for Indemnification. The obligations and liabilities Promptly after receipt by an Indemnitee of written notice of the parties assertion or the commencement of any proceeding by a third-party with respect to an Indemnification Claim any matter referred to in Section 8.01, the Indemnitee shall give written notice thereof to the party obligated to indemnify the Indemnitee (the “Indemnitor”), which notice shall include a description of the proceeding, the amount thereof (if known and quantifiable) and the basis for the proceeding, and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. An Indemnitor shall be entitled to participate in the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option (subject to the following terms limitations set forth below) shall be entitled to assume the defense thereof by appointing a nationally recognized and conditionsreputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided that: (ia) an Indemnification Claim the Indemnitee shall be made entitled to participate in the defense of such 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 Indemnitee (other than any fees and expenses of such separate counsel that are incurred prior to the date the Indemnitor effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnitor, and except that the Indemnitor shall pay all of the fees and expenses of such separate counsel if the Indemnitee has been advised by counsel that a NM Indemnitee by delivery reasonable likelihood exists of a written notice to conflict of interest between the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought Indemnitor and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party ClaimIndemnitee); (b) the Indemnitor shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnitee) and shall pay the fees and expenses of counsel retained by the Indemnitee if (i) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (ii) the Indemnitee reasonably believes an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice adverse determination with respect to the NM Indemnitors' Representative requesting action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification and specifying would be detrimental to or injure the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment Indemnitee’s reputation or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. future business prospects; (iii) if the Indemnification Claim involves a Third Party Claim, claim seeks an injunction or equitable relief against the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; Indemnitee; (iv) if the Indemnification Claim involves Indemnitee has been advised by counsel that a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery reasonable likelihood exists of a written notice conflict of such objection to such Indemnitee specifying in reasonable detail interest between the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, Indemnitor and the Indemnification Claim shall be paid in accordance with subsection Indemnitee; (v) hereofupon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such claim; or (vi) the Indemnitor does not agree in writing prior to assuming control of such defense that it will fully indemnify the Indemnitee from and against any and all Damages the Indemnitee may suffer arising out of, relating to or resulting from such claim; and (vc) upon determination if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the amount Indemnitee (not to be unreasonably withheld) before entering into any settlement of an Indemnification Claima claim or ceasing to defend such claim if, whether by agreement between the Indemnitors Representative and pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnitee or otherwiseif such settlement does not expressly and unconditionally release the Indemnitee from all liabilities and obligations with respect to such claim, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedwithout prejudice.

Procedures for Indemnification. The obligations and liabilities of Whenever a claim shall arise for indemnification under this Article 11, except as otherwise provided in Section 11.4, the parties with respect shall proceed as provided as set forth in this Section 11.3. The party entitled to an Indemnification Claim indemnification (the “Indemnified Party”) shall be subject to promptly notify the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification party from the Company Indemnitors and specifying the basis on which indemnification is sought and (the amount “Indemnifying Party”) of asserted Losses such claim and, when known, the facts constituting the basis for such claim; provided, however, that in the case event of any claim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party (a “Third Party Claim”), containing (by attachment or otherwise) the Indemnified Party shall give such other information as such Indemnitee shall have concerning such notice thereof to the Indemnifying Party not later than ten Business Days prior to the time any response to the Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery is required, and in any event within five Business Days following receipt of a written notice to thereof. In the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount event of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) any such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof Indemnifying Party may, at its sole cost and expense, assume the defense of the Third Party Claim by written notice within 30 calendar days, using counsel that is reasonably satisfactory to the Indemnified Party. The failure of an Indemnified Party to give timely notice shall also be observed by not affect the Indemnitee and right to indemnification of the Indemnitors Representative; (iv) if Indemnified Party except to the Indemnification Claim involves a matter other than a extent that the Indemnifying Party demonstrates actual prejudice. If an Indemnifying Party assumes the defense of any such Third Party Claim, the Indemnitors Representative Indemnifying Party shall have thirty (30) days be entitled to object take all steps necessary in the defense thereof, including any settlement; provided, however, that the Indemnified Party may, at its own expense, participate in any Legal Proceeding with respect to such Indemnification Third Party Claim with counsel of its choice without any right of control thereof. The Indemnifying Party, if it has assumed the defense of any Third Party Claim as provided herein, shall not, however: (i) consent to, or enter into, any compromise or settlement of the Third Party Claim which commits the Indemnified Party to take, or to forbear from taking, any action or does not provide for a full and complete written release by delivery such third party of a the Indemnified Party, or (ii) consent to the entry of any judgment in any Legal Proceeding that does not relate solely to monetary damages arising from the Third Party Claim, in any such case, without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any Third Party Claim in respect of which indemnity is sought pursuant to this Article 11, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information. So long as the Indemnifying Party is in good faith defending any Third Party Claim, the Indemnified Party shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of any Third Party Claim in accordance with this Section 11.3, the Indemnified Party may defend against such Third Party Claim in such manner as it may deem appropriate, including settling such claim or litigation (after giving prior written notice of such objection the same to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final Indemnifying Party and binding acceptance obtaining the prior written consent of the Indemnification Claim by Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnitors Representative on behalf of all the subject IndemnitorsIndemnified Party may reasonably deem appropriate, and the Indemnification Claim Indemnifying Party shall be paid promptly indemnify the Indemnified Party in accordance with subsection (v) hereof; and (v) upon determination the provisions of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedthis Article 11.

Procedures for Indemnification. (a) Any Person making a claim for indemnification under this ARTICLE VII is referred to herein as an “Indemnified Party”. The obligations and liabilities Person from whom indemnification is sought is referred to herein as the “Indemnifying Party”. Promptly after receiving notice of any Proceeding, investigation, demand or other claim against the parties with respect to Indemnified Party by a third party (a “Third Party Claim”), the Indemnified Party shall provide written notice of such claim (any such written notice, an “Indemnification Claim shall be subject to the following terms and conditions: Notice”) to: (i) an Purchaser, if the Third Party Claim arises under Section 7.2 and (ii) the Seller Parties, if the Third Party Claim arises under Section 7.3. Each such Indemnification Claim Notice shall be made by a NM Indemnitee by delivery 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 a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and computation of the amount of asserted Losses andsuch claim (if known); provided, that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall also provide such other information with respect thereto as the Indemnifying Party may reasonably request. (b) Except as otherwise provided in Section 7.6(d), any Indemnifying Party shall be entitled to participate in the case defense of such Third Party Claim at such Indemnifying Party’s expense, and at its option shall be entitled to assume the defense thereof within ten (10) Business Days after receipt of the Indemnification Notice if the Indemnifying Party acknowledges in writing the Indemnifying Party’s obligation to indemnify the Indemnified Party against any Losses that may result from such Third Party Claim and by appointing a reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided, that the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, that the fees and expenses of such separate counsel shall be borne by the Indemnified Party and shall not be recoverable from such Indemnifying Party under this Article VII. (c) Upon assumption of the defense of any such Third Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of the Third Party Claim, unless the Indemnifying Party consents in writing to such payment (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, the Indemnifying Party shall not compromise or settle, or admit any Liability with respect to, any Third Party Claim without the prior written consent of the Indemnified Party, unless the relief (i) is not in respect of a Third Party ClaimClaim for Taxes, containing (ii) consists solely of money damages (all of which the Indemnifying Party shall pay), and (iii) includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto. (d) In all cases, the Indemnified Party shall provide its reasonable cooperation with the Indemnifying Party in defense of claims or litigation relating to Third Party Claims, including by attachment or otherwisemaking employees, information and documentation reasonably available. If (i) such other information as such Indemnitee the Indemnifying Party shall have concerning not, within ten (10) Business Days of receiving the Indemnification Notice, notify the Indemnified Party that it shall assume the defense of any such Third Party Claim; , (ii) the Indemnifying Party notifies the Indemnified Party that it will assume the defense of such Third Party Claim within such ten (10) Business Day period but then fails to defend or withdraws from the defense of any such Third Party Claim or (iii) the Indemnifying Party is any Seller Party and the claim(s) relate to or arise in connection with any Purchaser Defensible Matter, the Indemnified Party instead of the Indemnifying Party may defend against such matter; provided, that the Indemnified Party may not settle any such matter without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Any of following shall constitute a “Purchaser Defensible Matter”: (i) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, (ii) the claim for indemnification is asserted directly by or on behalf of one of the largest ten (10) customers or suppliers of the Business, (iii) the claim seeks an Indemnification Claim injunction or other equitable relief against the Indemnified Party, or (iv) matters for which the Purchaser will be more than fifty percent (50%) responsible. (e) The Indemnified Party shall be made by a Company Indemnitee by delivery provide written notice of a written notice claim that is not a Third Party Claim to: (i) the Purchaser subject to the NM Indemnitors' Representative requesting indemnification claim, if such claim arises under Section 7.2 and specifying (ii) the basis on which Seller Parties, if such claim arises under Section 7.3. Such claim shall describe in reasonable detail the facts giving rise to any claim for indemnification is sought and hereunder, the amount or method of computation of the amount of asserted Losses andsuch claim (if known); provided, in that the case failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of a Third its obligations hereunder except to the extent that (and only to the extent that) the Indemnifying Party Claim, containing (is materially prejudiced by attachment or otherwise) such failure. The Indemnified Party shall also provide such other information with respect thereto as the Indemnifying Party may reasonably request. In the event that the Indemnifying Party does not notify the Indemnified Party that it disputes such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have claim within thirty (30) days from receipt of the claim notice, the Indemnifying Party will be deemed to object to have acknowledged liability for such Indemnification Claim by delivery claim. If the Indemnifying Party disputes the validity or amount of a written any such claim, the Indemnifying Party shall so notify the Indemnified Party in writing within thirty (30) days after receipt of the claim notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objectionpoints of disagreement. Failure to object in If any dispute is not resolved within thirty (30) days after the Indemnified Party receives a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitorsdispute notice, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount then either of such Indemnification Claim within ten (10) days of the date such amount is determinedparties can initiate an action.

Procedures for Indemnification. The obligations and liabilities of the parties with respect (a) If an Indemnified Party shall claim to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on have suffered Damages for which indemnification is sought available under Section 5.1(a) or 5.1(b), as the case may be, the Indemnified Party shall notify the Indemnifying Party in writing of such claim as promptly as practicable, which written notice shall describe the nature of such claim, the facts and circumstances that give rise to such claim and the amount of asserted Losses such claim if reasonably ascertainable at the time such claim is made (or if not then reasonably ascertainable, the maximum amount of such claim reasonably estimated by the Indemnified Party); provided, that the failure by the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability to the Indemnified Party 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 be provided by the Indemnified Party to the Shareholders’ Representative, with a copy provided to the Stock Escrow Agent. In the event that within twenty (20) after the receipt by the Indemnifying Party of such a written notice from the Indemnified Party, the Indemnified Party shall not have received from the Indemnifying Party a written objection to such claim, such claim shall be conclusively presumed and considered to have been assented to and approved by the Indemnifying Party following receipt by the Indemnifying Party (and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made claim by a Company Indemnitee by delivery Buyer Indemnitee, the Escrow Agent) of a written notice from the Indemnified Party to such effect. (b) If within the NM Indemnitors' Representative requesting indemnification and specifying twenty (20) day period described in paragraph (a) above the basis on which indemnification is sought and the amount of asserted Losses Indemnified Party (and, in the case of claim by a Third Party ClaimBuyer Indemnitee, containing (by attachment or otherwisethe Escrow Agent) such other information as such Indemnitee shall have concerning received from the Indemnifying Party a written notice setting forth the Indemnifying Party’s objections to such Third claim and the Indemnifying Party’s reasons for such objection, then Buyer and the Shareholders’ Representative shall negotiate in good faith for a period of ten (10) Business Days from the date the Indemnifying Party Claim. receives such objection (iii) such period is hereinafter referred to as the “Negotiation Period”). After the Negotiation Period, if Buyer and the Indemnification Claim involves a Third Party ClaimShareholders’ Representative still cannot agree on the claim, Buyer and the Shareholders’ Representative shall follow the procedures set forth in Section 8.5 hereof shall also be observed by 7.9 below with respect to the Indemnitee and the Indemnitors Representative;resolution of such matter. (ivc) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon Upon determination of the amount of an Indemnification Claim, whether by agreement between a claim that is binding on both the Indemnitors Representative Indemnifying Party and the Indemnitee or otherwiseIndemnified Party, the Indemnitors shall pay the amount of such Indemnification Claim claim shall be paid within ten (10) days Business Days of the date such amount is determined. If the Indemnifying Party responsible for payment of such claim is Buyer, such payment shall be made by wire transfer to the Shareholders’ Representative, who shall be responsible for distributing any such payment by Buyer to accounts of the Sellers in accordance with their respective percentages opposite the Sellers’ names on Section 2.1(e) of the Disclosure Schedule. If the Indemnifying Party responsible for payment of such claim is a Seller, such payment shall be made in accordance with Section 5.5(a) below.

Procedures for Indemnification. The obligations and liabilities 11.5.1. If a claim or demand is made against any member of the parties with respect Sellers Group or the Parent Group (each an "INDEMNITEE"), or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (and who is not an Indemnification Affiliate of a party to this Agreement) (a "THIRD PARTY CLAIM") as to which a party (the "INDEMNIFYING PARTY") may be obligated to provide indemnification pursuant to this Agreement, such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim shall be subject reasonably promptly after becoming aware of such Third Party Claim; PROVIDED, HOWEVER, that failure to give any such notification will not affect the indemnification provided hereunder except to the following terms extent the Indemnifying Party shall have been actually and conditions: (i) an Indemnification materially prejudiced as a result of such failure. It is hereby clarified that in case the Third Party Claim is based on Sections 11.2.1 or 11.2.2 or 11.2.4, 11.4.1 or 11.4.2, then the obligations set forth in this Section 11.5 shall be made by a NM Indemnitee by delivery of a written notice apply to the Company Indemnitors' Representative requesting indemnification from Indemnifying Party solely in case such Third Party Claim is initiated during a period of 18 months following the Company Indemnitors and specifying the basis on which indemnification is sought Closing Date and the amount notice of asserted Losses andsuch Third Party Claim is provided by the Indemnitee to the Indemnifying Party (and to the Escrow Agent, if applicable), other than claims for fraud. 11.5.2. If a Third Party Claim is made against an Indemnitee, and the Indemnifying Party agrees in writing to indemnify the case Indemnitee therefor, 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 and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elects to assume the defense of a Third Party Claim, containing the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof as long as the Indemnifying Party diligently conducts such defense; PROVIDED that, if (by attachment i) in opinion of a legal counsel of the Indemnitee a conflict of interest exists in respect of such claim or otherwise(ii) any Indemnifying Party fails to provide reasonable assurance to the Indemnitee (upon request of the Indemnitee) of such other information as Indemnifying Party's financial capacity to defend such Third Party Claim and provide indemnification with respect thereto, such Indemnitee will have the right to employ separate counsel to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel will be paid by such Indemnifying Party; provided that the Indemnifying Party shall have concerning not be required to bear the fees and expenses of more than one counsel to all Indemnitees. If the Indemnifying Party assumes the defense of any such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company , the Indemnitee by delivery of a written notice will have the right to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, participate in the case defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. The Indemnifying Party will be liable for the reasonable fees and expenses of a counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof or if it does not expressly elect to assume the defense thereof (including the agreement by each Indemnifying Party to indemnify the Indemnitee as aforesaid). If the Indemnifying Party assumes the defense of any such Third Party Claim, containing (by attachment the Indemnifying Party will promptly supply to the Indemnitee copies of all correspondence and documents relating to or otherwise) such other information as such Indemnitee shall have concerning in connection with such Third Party Claim. Claim and keep the Indemnitee fully informed of all developments relating to or in connection with such Third Party Claim (iii) if including, without limitation, providing to the Indemnification Claim involves Indemnitee reasonable updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the procedures set forth Indemnitee will fully cooperate with the Indemnifying Party in Section 8.5 hereof shall also be observed the defense thereof if requested by the Indemnitee Indemnifying Party (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitors Representative;Indemnifying Party). 11.5.3. No Indemnifying Party will consent to any settlement, compromise or discharge (ivincluding the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent, which will not be unreasonably withheld; PROVIDED, that if the Indemnification Claim involves a matter other than Indemnifying Party agrees to indemnify the Indemnitee for a Third Party Claim, the Indemnitors Representative Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which unconditionally and irrevocably releases the Indemnitee (pursuant to a release which is reasonably satisfactory to the Indemnitee) completely from all Liability in connection with such Third Party Claim; PROVIDED, HOWEVER, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge that provides for injunctive or other non-monetary relief adversely affecting the Indemnitee. If an Indemnifying Party agrees to indemnify the Indemnitee for a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). 11.5.4. Notwithstanding anything to the contrary in Sections 11.5.1 to 11.5.3 above, if a claim is made by any Tax authority which, if successful, is likely to result in an indemnity payment to any member of the Parent Group pursuant to Section 11.2.4, Parent shall notify the Company of such claim (a "TAX CLAIM"), stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve the Company from any liability which it may have on account of this indemnification, except to the extent that the Company is actually materially prejudiced thereby. The Company shall have thirty (30) days the right, at its option, to object participate in, but not control, the defense of such Tax Claim and to employ counsel of its choice, at its own cost and expense. The Sellers and Purchasers shall fully cooperate with each other in contesting any such Tax Claim, which cooperation shall include the retention and, upon the request of the respective party, the provision of records and information which are reasonably relevant to such Indemnification Tax Claim and making representatives thereof available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder. The Purchasers shall deliver at least ten (10) Business Days prior to the due date (taking into account any extension) for the filing of any Tax Returns, Tax exemption requests or similar filings to be made by delivery the Purchasers in connection with the transactions contemplated hereunder, to the Company for review and comment and shall consider such comments in good faith. The Purchasers will promptly supply to the Company copies of all correspondence and documents relating to or in connection with such Tax Claim or any such Tax Returns, Tax exemption requests or similar filings, and keep the Company fully informed of all developments relating to or in connection therewith (including, without limitation, providing to the Company reasonable updates and summaries as to the status thereof). 11.5.5. Any claim on account of Damages which does not involve a Third Party Claim shall be asserted by written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party is reasonably expected to be prejudiced as a result of such failure. Any notice pursuant to this Section 11.5 will contain a statement, in prominent and conspicuous type, that if the Indemnifying Party does not dispute its liability to the Indemnitee with respect to the claim made in such notice by notice to the Indemnitee prior to the expiration of a written 30-calendar-day period following the Indemnifying Party's receipt of notice of such objection to such Indemnitee specifying in reasonable detail claim, the basis for such objection. Failure to object in claim will be conclusively deemed a timely manner shall constitute a final and binding acceptance liability of the Indemnification Claim Indemnifying Party. If the Indemnifying Party does not notify the Indemnitee prior to the expiration of a 30-calendar-day period following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnitee under this Agreement, such claim specified by the Indemnitors Representative on behalf Indemnitee in such notice will be conclusively deemed a liability of all the subject Indemnitors, Indemnifying Party under this Agreement and the Indemnification Claim Indemnifying Party shall pay (with respect to the Sellers Group out of the Escrow Fund; except with respect to claims raising out of circumstances specified in Section 11.2.3 above or claims for fraud, which can be paid in accordance with subsection (vmade from the Escrow Fund or otherwise) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and Damages subject to such claim to the Indemnitee on demand or, in the case of any notice in which the amount of the Damages subject to such claim (or otherwiseany portion thereof) is estimated, the Indemnitors shall pay on such later date when the amount of such Indemnification Claim within ten claim (10or such portion thereof) days becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such Damages subject to such claim, as provided above, the Indemnifying Party and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations by the 30th day after notice of such claim was given to the Indemnifying Party, the Indemnifying Party and the Indemnitee will be free to pursue such remedies as may be available under this Agreement or applicable Law. 11.5.6. Notwithstanding anything to the contrary in this Section 11.5, any indemnification to be paid by to the Parent Group by Sellers shall be made out of the date such amount is determinedEscrow Fund up to the funds then existing in the Escrow Fund (with respect to claims related to Sections 11.2.1 and 11.2.2 and 11.2.4) and in accordance with the procedures specified in Section 11.3.1 through 11.3.7 and the limitations set forth in Section 11.6, provided nothing herein shall limit the indemnification rights of the Parent Group for indemnification under Section 11.2.3 or claims for fraud.

Procedures for Indemnification. The obligations (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) (a "Third-Party Claim") as to which a party (the "Indemnifying Party") may be obligated to provide indemnification pursuant to this Agreement, such Indemnitee will notify the Indemnifying Party in writing, and liabilities in reasonable detail, of the parties with respect Third-Party Claim reasonably promptly after becoming aware of such Third-party Claim; provided, however, that failure to an Indemnification Claim shall be subject give such notification will not affect the indemnification provided hereunder except to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to extent the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Indemnifying Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning been actually prejudiced as a result of such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claimfailure. (iiib) if If a Third-Party Claim is made against an Indemnitee and the Indemnification Claim involves Indemnifying Party unconditionally and irrevocably acknowledges in writing its obligation to indemnify the Indemnitee therefor, 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 and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Third-Party Claim, the procedures set forth Indemnifying Party shall take all steps necessary in Section 8.5 hereof the defense or settlement thereof and shall also be observed by at all times diligently and promptly pursue the Indemnitee and resolution thereof. If the Indemnitors Representative; (iv) if Indemnifying Party so elects to assume the Indemnification Claim involves defense of a matter other than a Third Third-Party Claim, the Indemnitors Representative Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnitee shall have thirty 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. 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 or if it does not expressly elect to assume the defense thereof (30including acknowledging its indemnification obligation as aforesaid). If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third-Party Claim and keep the Indemnitee fully informed of all developments relating to or in connection with such Third-Party Claim (including, without limitation, providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third-Party Claim, all the Indemnitees shall reasonably cooperate with the Indemnifying Party in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party). (c) days If the Indemnifying Party unconditionally and irrevocably acknowledges in writing its obligation to object indemnify the Indemnitee for a Third-Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third-Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Losses in connection with such Third-Party Claim and unconditionally and irrevocably releases the Indemnitee completely from all liability in connection with such Third-Party Claim, provided, however, that, without the Indemnitee's prior written consent, the Indemnifying Party shall not consent to any settlement, compromise or discharge (including the consent to entry of any judgment), and the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or (y) that, in the reasonable opinion of the Indemnitee would otherwise materially adversely affect the Indemnitee. If the Indemnifying Party unconditionally and irrevocably acknowledges in writing its obligation to indemnify the Indemnitee for a Third-Party Claim, the Indemnitee shall not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party does not assume the defense of any claim or proceeding resulting therefrom in accordance with the terms of this Article XI, the Indemnitee may defend against such claim or proceeding in such manner as it may deem appropriate; provided, however, that the Indemnitee may not settle any ----------------- such claim or proceeding without the express written consent of the Indemnifying Party which consent shall not be unreasonably withheld (d) Any claim on account of Losses which does not involve a Third-Party Claim shall be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to such Indemnification Claim Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by delivery such failure. Any notice pursuant to this Section 8.3(d) shall contain a statement, in prominent and conspicuous type, that if the Indemnifying Party does not dispute its liability to the Indemnitee with respect to the claim made in such notice by notice to the Indemnitee prior to the expiration of a written 30-calendar-day period following the Indemnifying Party's receipt of notice of such objection to such Indemnitee specifying in reasonable detail claim, the basis for such objection. Failure to object in claim shall be conclusively deemed a timely manner shall constitute a final and binding acceptance liability of the Indemnification Claim Indemnifying Party. If the Indemnifying Party does not notify the Indemnitee prior to the expiration of a 30-calendar-day period following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnitee under this Agreement, such claim specified by the Indemnitors Representative on behalf Indemnitee in such notice shall be conclusively deemed a liability of all the subject Indemnitors, Indemnifying Party under this Agreement and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors Indemnifying Party shall pay the amount of such Indemnification Claim within ten (10) days liability to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such amount is claim (or such portion thereof) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the Indemnifying Party and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations by the 90th day after notice of such claim was given to the Indemnifying Party, the Indemnifying Party and the Indemnitee will be free to pursue such remedies as may be available to such parties under this Agreement or under Applicable Law.

Procedures for Indemnification. The obligations (a) If there occurs an event which any Buyer Indemnitee asserts is an indemnifiable event pursuant to Section 7.2 or 7.3, the Buyer or Buyer Indemnitee shall promptly provide notice (the “Notice of Claim”) to the Seller that is obligated to provide indemnification hereunder (each, a “Seller Indemnifying Party” and liabilities collectively, the “Seller Indemnifying Parties”) or to the Sellers Representative on behalf of such Seller Indemnifying Party(ies). Providing the parties with respect to an Indemnification Notice of Claim shall be subject a condition precedent to any liability of the Seller Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Seller Indemnifying Party of its obligations hereunder but only if and to the following terms extent that such failure materially prejudices the Seller Indemnifying Party hereunder. (b) If there occurs an event which any Seller Indemnitee asserts is an indemnifiable event pursuant to Section 7.4, the Sellers Representative on behalf of a Seller Indemnitee shall promptly provide a Notice of Claim to the Buyer, as the party obligated to provide indemnification (the “Buyer Indemnifying Party” and conditions:together with the Seller Indemnifying Parties, each shall be referred to as an “Indemnifying Party” and collectively, the “Indemnifying Parties”). Providing the Notice of Claim shall be a condition precedent to any liability of the Buyer Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Buyer Indemnifying Party of its obligations hereunder but only if and to the extent that such failure materially prejudices the Buyer Indemnifying Party hereunder. (c) In case any third-party Action or Proceeding shall be brought against any Buyer Indemnitee, Buyer, on behalf of the Buyer Indemnitees shall provide a Notice of Claim to the Seller Indemnifying Party, or to the Sellers Representative on behalf of such Seller Indemnifying Party(ies), of the commencement thereof. The Buyer Indemnitee shall then have the right, in its sole discretion, to defend and settle or resolve any such claim, and the reasonable cost and expense incurred by the Buyer Indemnitees in connection with such defense, settlement or resolution shall be included in Losses for which the Buyer Indemnitees shall be entitled to indemnification hereunder; provided, however, that (i) an Indemnification Claim the Buyer Indemnitees shall not agree to any settlement in excess of $250,000 individually, or $500,000 in the aggregate for all such settlements, without the prior written consent of the Sellers Representative, such prior written consent not to be made by a NM Indemnitee by delivery unreasonably withheld, conditioned or delayed (and with the Sellers Representative agreeing to respond in writing within 15 Business Days of a written notice to the Company Indemnitors' Sellers Representative requesting indemnification from the Company Indemnitors of a proposed settlement with an acceptance or rejection of such settlement, and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claiman objection, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; the details and basis therefor), and (ii) an Indemnification Claim any settlement without the prior written consent of the Sellers Representative shall not in and of itself be made by a Company Indemnitee by delivery determinative of the existence of such Losses or whether such matter is indemnifiable hereunder. The Sellers Representative, on behalf of the Seller Indemnifying Party(ies), shall have the right to participate at its or the Seller Indemnifying Party(ies) own expense in the defense of such claim (to the extent that such participation does not affect any privilege relating to any Buyer Indemnitee) but shall not be entitled to assume or control the defense of such claim. (d) Upon receipt of a Notice of Claim, the Indemnifying Party (or, if applicable, the Sellers Representative on behalf of such Indemnifying Party) shall have 20 calendar days to contest its indemnification obligation with respect to such claim, or the amount thereof, by written notice to the NM Indemnitors' Representative requesting indemnification and specifying Indemnitee (the basis on which indemnification “Contest Notice”); provided, however, that if, at the time a Notice of Claim is sought and submitted to the Indemnifying Party the amount of asserted Losses andthe Loss in respect thereof has not yet been determined, such 20-day period in respect of, but only in respect of the amount of the Loss, shall not commence until a further written notice (the “Notice of Liability”) has been sent or delivered by the Indemnitee to the Indemnifying Party (or, if applicable, the Sellers Representative on behalf of such Indemnifying Party) setting forth the amount of the Loss that was the subject of the earlier Notice of Claim. Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party to the claim, and if the objection relates to the amount of the Loss asserted, the amount, if any, that the Indemnifying Party believes is due the Indemnitee, and any undisputed amount shall be promptly paid over to the Indemnitee. If no such Contest Notice is given within such 20-day period, the obligation of the Indemnifying Party to pay the Indemnitee the amount of the Loss set forth in the case Notice of a Third Party Claim, containing (or subsequent Notice of Liability, shall be deemed established and accepted by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claimthe Indemnifying Party. (iiie) if If a Contest Notice is provided to the Indemnification Claim involves a Third Party Claim, Indemnitee within the procedures set forth 20-day period referred to in Section 8.5 hereof shall also be observed by 7.5(d), the Indemnitee and the Indemnitors Representative; Indemnifying Party (iv) or, if the Indemnification Claim involves a matter other than a Third Party Claimapplicable, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Sellers Representative on behalf of all such Indemnifying Party) shall attempt in good faith for 45 days after the subject IndemnitorsIndemnitee’s receipt of the Contest Notice to resolve such objection. If the Indemnitee and the Indemnifying Party (or, if applicable, the Sellers Representative on behalf of such Indemnifying Party) shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If no such agreement can be reached during the 45-day period for good faith negotiation, but in any event upon the expiration of such 45-day period, either the Buyer or Sellers Representative may submit the dispute to mandatory, final and binding arbitration pursuant to Section 10.15 below and the decision of the arbitrator as to the validity and amount of any claim in the relevant Notice of Claim shall be nonappealable, binding and conclusive upon the parties to this Agreement. (f) Subject to the foregoing, the Indemnifying Party shall make any payment required to be made under this Article in cash and on demand (to the extent, if applicable, that such amount is not recovered by Buyer from the Escrow Fund). Any payments required to be paid by an Indemnifying Party under this Article that are not paid within 10 Business Days of the date on which such obligation becomes final shall thereafter be deemed delinquent, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors Indemnifying Party shall pay to the amount Indemnitee, immediately upon demand, interest at the rate of such Indemnification Claim within ten (10) days of 5% per annum, not to exceed the maximum nonusurious rate allowed by applicable Law, from the date such amount is determinedpayment becomes delinquent to the date of payment of such delinquent sums, which interest shall be considered to be Losses of the Indemnitee.

Procedures for Indemnification. The obligations Any Indemnitee entitled to indemnification pursuant to this IP Agreement shall notify the Indemnifying Party in writing, and liabilities in reasonable detail, of the parties with respect applicable Third Party Claim promptly (and in any event within 10 business days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been 6 47 actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is made against an Indemnification Claim Indemnitee, the Indemnifying Party shall be subject entitled to participate in the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the case 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, containing (the Indemnifying Party shall not be liable to the Indemnitee for legal or other expenses subsequently incurred by attachment or otherwise) the Indemnitee in connection with the defense thereof. If the Indemnifying Party assumes such other information as such defense, the Indemnitee shall have concerning the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall have full control of such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim; (ii) an Indemnification Claim and making employees available on a mutually convenient basis to provide additional information of any material provided hereunder. Whether or not the Indemnifying Party shall be made by a Company Indemnitee by delivery of a written notice to have assumed the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case defense of a Third Party Claim, containing in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (by attachment or otherwise) such other information as such which consent shall not be unreasonably withheld); provided, however, that the Indemnitee shall have concerning the right to settle, compromise or discharge such Third Party Claim. (iii) Claim without the consent of the Indemnifying Party if the Indemnification Indemnitee releases in writing the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim involves and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the procedures set forth 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 Section 8.5 hereof connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall also not be observed entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee and the Indemnitors Representative; (ivin defending such Third Party Claim) if the Indemnification Third Party Claim involves a matter seeks an order, injunction or other equitable relief or relief for other than a money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related Third Party ClaimClaim 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 Indemnitors Representative Indemnifying Party shall have thirty (30) days be entitled to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail assume the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance defense of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedportion relating to money damages.

Procedures for Indemnification. The obligations and liabilities Promptly after receipt by an indemnified party under Section 10.01 or 10.02 of notice of the parties with commencement of any action for which indemnification may be available under Section 10.01 or 10.02, such indemnified party shall, if a claim in respect thereof is to be made against an Indemnification Claim indemnifying party under such action, give notice to the indemnifying party of the commencement thereof, but the failure to do so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such action shall be subject brought against an indemnified party and it shall give notice to the following terms indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall elect, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such section for any fees of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and conditions: costs and expenses of legal counsel, if the indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more defenses available to it and not available to the indemnifying party. If an indemnifying party assumes the defense of such an action (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld) unless (i) an Indemnification Claim shall there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made by a NM Indemnitee by delivery of a written notice to against the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors indemnified party and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made the sole relief provided is monetary damages that are paid in full by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification indemnifying party and specifying (b) the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee indemnifying party shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance no liability with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.respect to

Procedures for Indemnification. The obligations and liabilities of (a) Any Person making a claim for indemnification under Section 9.1 or 9.2 (an “Indemnified Party”) shall notify the parties with respect to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which party against whom indemnification is sought and (an “Indemnifying Party”) of the amount claim in writing promptly after receiving notice of asserted Losses andany action, in lawsuit, proceeding, investigation, demand or other claim against the case of Indemnified Party by a third party (a “Third Party Claim”), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to describing the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth amount thereof (if known and quantifiable) and the basis thereof in Section 8.5 hereof reasonable detail (such written notice, an “Indemnification Notice”); provided, that, the failure to so notify an Indemnifying Party shall also not relieve the Indemnifying Party of its obligations hereunder except to the extent that (and only to the extent that) such failure shall have caused the indemnifiable Losses to be observed greater than such Losses would have been had the Indemnified Party given the Indemnifying Party prompt notice hereunder. 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 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 Indemnitee Indemnified Party and shall not be recoverable from such Indemnifying Party under this ARTICLE IX). Upon assumption of the Indemnitors Representative; defense of any such Third Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of the Third Party Claim, unless the Indemnifying Party consents in writing to such payment (ivsuch consent not to be unreasonably withheld or delayed) if or unless a final judgment or tribunal finding from which no appeal may be taken by or on behalf of the Indemnification Claim involves Indemnified Party is entered or made against the Indemnified Party for such Liability or a matter other than has been settled with the consent (such consent not to be unreasonably withheld or delayed) of the Indemnifying Party. Notwithstanding anything to the contrary herein, the Indemnifying Party shall not compromise or settle, or admit any Liability with respect to, any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), unless the relief consists solely of (i) money damages (all of which the Indemnifying Party shall pay) 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 Indemnitors Representative shall have thirty (30) days to object to Indemnified Party may defend against such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object matter in a timely manner shall constitute a final and binding acceptance consistent with the above provisions regarding conduct of the Indemnification Claim defense by the Indemnitors Representative on behalf Indemnified Party; provided, that, the Indemnified Party may not settle any such matter without the written consent of all the subject Indemnitors, and the Indemnification Claim Indemnifying Party (which consent shall not be paid in accordance with subsection (v) hereof; andunreasonably withheld or delayed). (vb) upon determination of The Indemnified Party shall notify the Indemnifying Party with respect to an indemnifiable claim together with the Related Claims that exceeds the Minimum Per Claim Amount even though the amount thereof, plus the amount of an Indemnification Claimother indemnifiable claims that exceed the Minimum Per Claim Amount previously notified by the Indemnified Party, whether in the aggregate, is less than the Deductible. (c) In the event that any party or any of its Affiliates alleges that it is entitled to indemnification hereunder, and that its claim is covered under more than one provision of this ARTICLE IX, such party or Affiliates shall be entitled to elect the provision or provisions under which it may bring a claim for indemnification. (d) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by agreement between notice to the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount party from whom indemnification is determinedsought.

Procedures for Indemnification. The obligations and liabilities If there occurs an event that a Party asserts is an indemnifiable event pursuant to Section 5.1 or 5.2, the Party seeking indemnification (the “Indemnitee”) shall promptly provide notice (the “Notice of Claim”) to the parties with respect other Party or Parties obligated to an Indemnification provide indemnification (the “Indemnifying Party”). Providing the Notice of Claim shall be subject a condition precedent to any Liability of the Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder but only if and to the following terms and conditions: (i) an Indemnification Claim extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such action shall be made by brought against any Indemnitee and it shall provide a NM Indemnitee by delivery Notice of a written notice Claim to the Company Indemnitors' Representative requesting indemnification 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 Company Indemnitors and specifying Indemnifying Party to such Indemnitee of such election so to assume the basis on which indemnification is sought and defense thereof, the amount Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of asserted Losses andother counsel or any other expenses, in each case subsequently incurred by the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses andIndemnitee, in connection with the case defense thereof other than reasonable costs of a Third Party Claiminvestigation; provided, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) however, that if the Indemnification Claim involves a Third Indemnitee reasonably believes that counsel for the Indemnifying Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by cannot represent both the Indemnitee and the Indemnitors Representative; (iv) if Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest, then the Indemnification Claim involves a matter other than a Third Indemnitee shall have the right to defend, at the sole cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party Claimand its counsel in the defense against any such asserted liability. In any event, the Indemnitors Representative Indemnitee shall have thirty (30) days the right to object participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the written consent of each Indemnitee, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the release of the Indemnitee from all Liability in respect to such Indemnification Claim by delivery claim or litigation or that does not solely require the payment of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim money damages by the Indemnitors Representative on behalf of all Indemnifying Person. The Indemnifying Party agrees to afford the subject IndemnitorsIndemnitee and its counsel the opportunity to be present at, and the Indemnification to participate in, conferences with all Persons, including any Governmental or Regulatory Authority, asserting any Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and against the Indemnitee or otherwiseconferences with representatives of or counsel for such Persons. In no event shall the Indemnifying Party, without the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days written consent of the date such amount is determinedIndemnitee, settle any Claim on terms that provide for (i) a criminal sanction against the Indemnitee or (ii) injunctive relief affecting the Indemnitee.

Procedures for Indemnification. Whenever a claim shall arise for indemnification under this Section 5, the relevant Indemnities, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any 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 obligations and liabilities Indemnifying Party 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 parties 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 an Indemnification Claim 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 following terms and conditions: (i) an Indemnification Claim prior approval of the Indemnitee. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnities shall be made by a NM Indemnitee by delivery 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 a written notice the Indemnity and also shall be entitled to employ separate counsel for such defense at such Indemnities expense. In the event the Indemnifying Party does not accept the defense of any indemnified claim as provided above, the relevant Indemnities shall have the right to employ counsel for such defense at the expense of the Indemnifying Party. Each party agrees to cooperate and to cause its employees and agents to cooperate with then other party in the defense of any such action and the relevant records of each party shall be available to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) other party with respect to any such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claimdefense. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.

Procedures for Indemnification. The (a) If there occurs a Loss that either Party asserts is indemnifiable pursuant to Section 5.1 or 5.2, the Party seeking indemnification (the “Indemnitee”) shall promptly provide notice (the “Notice of Claim”) to the other Party or Parties obligated to provide indemnification (the “Indemnifying Party”); provided, that the failure of any Indemnitee to give prompt notice as provided in this Section 5.3 shall not relieve the Indemnifying Party of its obligations under Article V except and liabilities only to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such Action or Proceeding shall be brought against any Indemnitee and the Indemnitee shall provide a Notice of Claim to the Indemnifying Party of the parties 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 Indemnitee of such election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the Indemnitee, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that if the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party because such representation would be reasonably likely to result in a conflict of interest, then the Indemnitee shall have the right to defend, at the sole cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability. The Indemnifying Party agrees to afford the Indemnitee and its counsel the opportunity to be present at, and to participate in, conferences with all Persons, including any Governmental or Regulatory Authority, asserting any Claim against the Indemnitee or conferences with representatives of or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, consent to the entry of a judgment (which shall not be unreasonably withheld, conditioned or delayed), settle any Claim or consent to the entry of a judgment on any terms other than the payment of money for which the Indemnifying Party is wholly liable. (b) Upon receipt of a Notice of Claim, the Indemnifying Party shall have twenty (20) calendar days to contest its indemnification obligation with respect to an Indemnification Claim shall be subject to such claim, or the following terms and conditions: (i) an Indemnification Claim shall be made amount thereof, by a NM Indemnitee by delivery of a providing written notice to the Company Indemnitors' Representative requesting indemnification from Indemnitee (the Company Indemnitors and specifying “Contest Notice”); provided, however, that if, at the basis on which indemnification time a Notice of Claim is sought and submitted to the Indemnifying Party the amount of asserted Losses andthe Loss in respect thereof has not yet been determined, such 20-day period in respect of, but only in respect of the amount of the Loss, shall not commence until a further written notice (the “Notice of Liability”) has been sent or delivered by the Indemnitee to the Indemnifying Party setting forth the amount of the Loss incurred by the Indemnitee that was the subject of the earlier Notice of Claim. Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party to the claim, and if the objection relates to the amount of the Loss asserted, the amount, if any, that the Indemnifying Party believes is due to the Indemnitee, and any undisputed amount shall be promptly paid over to the Indemnitee. If no such Contest Notice is given within such 20-day period, the obligation of the Indemnifying Party to pay the Indemnitee the amount of the Loss set forth in the case Notice of a Third Party Claim, containing or subsequent Notice of Liability, shall be deemed established and accepted by the Indemnifying Party. (by attachment or otherwisec) If the Indemnifying Party fails to assume the defense of such other information as Claim or, having assumed the defense and settlement of such Indemnitee Claim, fails reasonably to contest such Claim in good faith, the Indemnitee, without waiving its right to indemnification, may assume, at the cost of the Indemnifying Party, the defense and settlement of such Claim; provided, however, that (i) the Indemnifying Party shall have concerning be permitted to join in the defense and settlement of such Third Party Claim; Claim and to employ counsel at its own expense, (ii) an Indemnification Claim the Indemnifying Party shall be made by a Company cooperate with the Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case defense and settlement of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed any manner reasonably requested by the Indemnitee and (iii) the Indemnitors Representative;Indemnitee shall not settle such Claim without soliciting the views of the Indemnifying Party and giving them due consideration. (ivd) if the Indemnification Claim involves a matter other than a Third The Indemnifying Party Claim, the Indemnitors Representative shall have thirty (30) days make any payment required to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying be made under this Article V in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final cash and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determineddemand.

Procedures for Indemnification. The obligations and liabilities (a) If a party entitled to indemnification under this Section 11 (an “Indemnified Party”) asserts that it has suffered or incurred a Loss for which it is entitled to indemnification from the Indemnity Escrow Account pursuant to Section 11.2 or that a party obligated to indemnify it has become obligated to such Indemnified Party pursuant to Section 11.3 or 11.4, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the parties with respect Indemnified Party may become entitled to indemnification from the Indemnity Escrow Account pursuant to Section 11.2 or a party obligated to indemnify it has become obligated to an Indemnification Claim Indemnified Party under Section 11.3 or 11.4, such Indemnified Party shall be subject give prompt written notice to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claimclaim for indemnification pursuant to Section 11.2, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; the Seller Representative, (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third claim for indemnification pursuant to Section 11.3, the applicable Seller against whom such claim is asserted, and (iii) in the case of a claim for indemnification pursuant to Section 11.4, the Buyer (each such person, an “Indemnifying Party”). No delay in delivering such written notice to the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder or prevent the Indemnifying Party from recovering in respect of any claim for indemnification pursuant to and in accordance with this Section 11 unless, and then solely to the extent that, the Indemnifying Party is actually and materially prejudiced thereby. Such notice by the Indemnified Party will describe the claim giving rise to an obligation of indemnification in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such claim. Within 30 days after delivery of a notice pursuant to this Section 11.6 (the “Response Period”), the Indemnifying Party shall deliver to the Indemnified Party a written response to such notice. If, during the Response Period, the Indemnifying Party delivers a written notice disputing the Indemnified Party’s entitlement to indemnification of 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 subsequent dispute arising therefrom. If the parties are unable to reach agreement within such 30-day period, the dispute may be resolved by any legally available means consistent with the provisions of Section 15.2. (b) This Section 11.6(b) shall apply to any suit, action, investigation, claim or proceeding asserted by a third party against an Indemnified Party (a “Third-Party Claim”). The parties hereto shall cooperate and provide reasonable assistance in the defense or prosecution thereof. The Indemnified Party may not settle or compromise any Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). No Indemnified Party nor any of its Affiliates will admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The Indemnified Party and the Indemnifying Party will cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, containing including making available records relating to such Third-Party Claim and furnishing, without expense (by attachment or otherwiseother than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such other information as such Indemnitee shall have concerning such Third Third-Party Claim. (iiic) if To the Indemnification Claim involves a Third Party Claimextent of any conflict between Section 10.2(b) and this Section 11.6, the procedures set forth in Section 8.5 hereof 10.2(b) shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedgovern.

Procedures for Indemnification. The obligations and liabilities (a) Promptly after receipt by a party entitled to indemnification hereunder (the “Indemnitee”) of written notice of the parties assertion or the commencement of any Proceeding by a third party with respect to an Indemnification Claim any matter referred to in Section 9.2, the Indemnitee shall be subject give written notice thereof to the following terms party obligated to indemnify Indemnitee (the “Indemnitor”), which notice shall include a description of the Proceeding, the amount thereof (if known and conditions: (iquantifiable) an Indemnification Claim and the basis for the Proceeding, and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. A claim for indemnification for any matter not involving a third-party Proceeding may be made asserted by a NM Indemnitee by delivery of a written notice to the Company Indemnitors' Representative requesting indemnification party from the Company Indemnitors and specifying the basis on which whom indemnification is sought and the amount of asserted Losses and, shall be paid promptly after such notice. (b) An Indemnitor shall be entitled to assume in the case defense of any action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense by appointing a Third Party Claimnationally recognized and reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense. Each Indemnitee shall have the right to employ separate counsel in such claim and participate in the defense thereof, containing but the fees and expenses of such counsel shall be at the expense of each Indemnitee unless: (by attachment i) the Indemnitor has agreed to pay such expenses; or otherwise(ii) the Indemnitor has failed promptly to assume the defense and employ counsel reasonably satisfactory to such other information as Indemnitee; or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include an Indemnitee and such Indemnitee shall have concerning been advised by counsel that either (x) there may be one or more legal defenses available to it which are different from or in addition to those available to the Indemnitor or (y) a conflict of interest may exist if such Third Party Claim; counsel represents such Indemnitee and the Indemnitor; provided, that, if such Indemnitee notifies the Indemnitor in writing that it elects to employ separate counsel in the circumstances described in clauses (ii) an Indemnification Claim or (iii) above, the Indemnitor shall not have the right to assume the defense thereof and such counsel shall be made by a Company Indemnitee by delivery at the expense of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying Indemnitor; provided, however, that the basis on which indemnification is sought and the amount of asserted Losses andIndemnitor shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the case same jurisdiction arising out of a Third Party Claimthe same general allegations or circumstances, containing be responsible hereunder for the fees and expenses of more than one such firm of separate counsel (in addition to any local counsel), which counsel shall be designated by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party ClaimIndemnitee. (iiic) if If the Indemnification Claim involves a Third Party ClaimIndemnitor assumes the defense of any such claim, the procedures set forth in Section 8.5 hereof Indemnitor shall also be observed by obtain the prior written consent of the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery before entering into any settlement of a written notice claim or ceasing to defend such claim if, pursuant to or as a result of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitorssettlement or cessation, and the Indemnification Claim shall injunctive or other equitable relief will be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and imposed against the Indemnitee or otherwiseif such settlement does not expressly and unconditionally release the Indemnitee from all liabilities and obligations with respect to such claim with prejudice. (d) A failure to give timely notice as provided in this Section 9.3 will not affect the rights or obligations of any party hereunder except if, and only to the extent that, as a result of such failure, the Indemnitors shall pay the amount party which was entitled to receive such notice was actually prejudiced as a result of such Indemnification Claim within ten (10) days of the date such amount is determinedfailure.

Procedures for Indemnification. The obligations and liabilities Whenever a claim ------------------------------ shall arise for indemnification under Section 7.1 of this Agreement (with the parties with exception of claims for litigation expenses in respect of a litigation as to an Indemnification Claim which a notice of claim, as provided below in this Section 7.2, has previously been given, which expenses shall be subject funded on an ongoing basis), the party entitled to indemnification (the following terms and conditions: (i"Indemnified Party") an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice to promptly notify the Company Indemnitors' Representative requesting indemnification party from the Company Indemnitors and specifying the basis on which whom indemnification is sought and (the amount "Indemnifying Party") of asserted Losses such claim and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claimwhen known, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail facts constituting the basis for such objection. Failure to object claim; provided, however, that in the event of any claim for indemnification -------- ------- hereunder resulting from or in connection with any claim or legal proceedings by a timely manner shall constitute third party (a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise"Third Party Assertion"), the Indemnitors Indemnified Party shall pay give such notice thereof to the amount of such Indemnification Claim within Indemnifying Party not later than ten (10) business days prior to the time any response to the Third Party Assertion is required, if possible, and in any event within five (5) Business Days following receipt of notice thereof. In the event of any such claim for indemnification resulting from or in connection with a Third Party Assertion, the Indemnifying Party may, at its sole cost and expense, assume the defense thereof; provided, however, that the Indemnifying -------- ------- Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Losses, attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (including reasonable attorney's fees and expenses) incurred by the Indemnified Party in defending such Third Party Assertion between the date of the commencement of such Third Party Assertion and the date of the Indemnifying Party's assumption of such defense and take all steps necessary in the defense thereof; provided, -------- however, that no settlement shall be made without the prior written ------- consent of the Indemnified Party, which consent shall not be unreasonably withheld (and if the Indemnified Party shall withhold its consent to any monetary settlement proposed by the Indemnifying Party and which the other party to the action has indicated it is prepared to accept, the Indemnified Party shall in no event be deemed for purposes of this Agreement to have suffered Losses in connection with such claim or proceeding in excess of the proposed amount of such settlement); provided, further, that the Indemnified Party may, at its -------- ------- own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. So long as the Indemnifying Party is determinedin good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not assume the defense of any such Third Party Assertion in accordance with the terms hereof, the Indemnified Party may defend against such Third Party Assertion in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion (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 7.2; 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.

Procedures for Indemnification. The obligations and liabilities of Each party entitled to indemnification under this Article 4 (the parties with respect to an Indemnification Claim "Indemnified Party"), shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a give written notice to the Company Indemnitors' Representative requesting party required to provide indemnification from (the Company Indemnitors "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and specifying shall permit the basis on which indemnification is sought 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 litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the amount Indemnified Party may participate in such defense. Failure of asserted Losses andthe Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Article 4 only to the extent that the failure or delay in giving notice has a material adverse impact on the ability of the Indemnifying Party to defend against such claim. No Indemnifying Party, in the case 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 that does not include as an unconditional term thereof, the giving of a Third release from all liability in respect to such claim or litigation. If any such Indemnified Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning been advised by counsel chosen by it that there may be one or more legal defenses available to such Third Indemnified Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice that are different from or additional to those available to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party ClaimIndemnifying Party, the procedures set forth in Section 8.5 hereof Indemnifying Party shall also be observed by not have the Indemnitee and right to assume the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice defense of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative action on behalf of all such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the subject Indemnitorsreasonable 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 the Indemnification Claim expenses of more than one separate firm of attorneys for such Indemnified Party or controlling person, which firm shall be paid designated in accordance with subsection (v) hereof; and (v) upon determination of writing by the amount of an Indemnification Claim, whether by agreement between Indemnified Party to the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedIndemnifying Party.

Procedures for Indemnification. 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 obligations and liabilities Indemnified Party agrees to give the Indemnifying Party prompt written notice of the parties with any event, or any claim, action, suit, demand, assessment, investigation, arbitration or other proceeding by or in respect to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice third party (a "THIRD-PARTY CLAIM") of which it has knowledge, for which such Indemnifying Party is entitled to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in under this ARTICLE 10. In the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Third-Party Claim, the procedures set forth 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 Section 8.5 hereof shall also such defense, but in such case the expenses of the Indemnified Party will be observed paid by the Indemnitee Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party with access to the Indemnified Party's records and personnel relating to any such Third-Party Claim during normal business hours and will otherwise cooperate with the Indemnitors Representative; (iv) if Indemnifying Party in the Indemnification Claim involves a matter other than a Third defense or settlement of such Third-Party Claim, and the Indemnitors Representative shall have thirty (30) days to object to Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in providing such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objectionaccess, personnel and cooperation. Failure to object in a timely manner shall constitute a final and binding acceptance Upon assumption of the Indemnification defense of any such Third-Party Claim by the Indemnitors Representative Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of any claim or demand arising from such Third-Party Claim, unless the Indemnifying Party consents in writing to such payment (which consent will not be unreasonably withheld) or unless a final judgment from which no appeal may be taken by or on behalf of all the subject IndemnitorsIndemnified Party is entered against the Indemnified Party for such liability. No such Third-Party Claim may be settled by me Indemnifying Party without the written consent of the Indemnified Party, which consent will not be unreasonably withheld. 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 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 Indemnification Claim shall be paid Indemnifying Party will have the right to participate in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between settlement or assume or reassume the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount defense of such Indemnification Claim within ten (10) days of the date such amount is determinedThird-Party Claim.

Procedures for Indemnification. The obligations and liabilities (i) If an Indemnitee shall receive notice or otherwise learn of the parties assertion of any claim or commencement of any proceeding (including any governmental investigation) by a person who is not a party to this Agreement (or any Affiliate of either party) (a "Third-Party Claim") with respect to which an Indemnification Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof promptly after becoming aware of such Third-Party Claim setting forth the particulars as to such claim or proceeding in reasonable detail; provided that the failure of any Indemnitee to give notice as provided in this Section 4.4(a) shall be subject not relieve the related Indemnifying Party of its obligations under this Article IV, unless such Indemnifying Party is actually prejudiced by such failure to give notice and then only to the following terms and conditions:extent of such actual prejudice. (iii) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice An Indemnifying Party may, to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount extent it wishes within thirty days of asserted Losses and, in the case 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, containing (by attachment or otherwise) such other information as Indemnifying 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; provided that if the defendants in any such Third-Party Claim include both the Indemnifying Party and one or more Indemnitees and 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 concerning the right to employ separate counsel to represent such Third Indemnitees and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party; 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 be responsible for the reasonable fees and expenses of such 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 fees and expenses of such counsel shall be borne by such Indemnitee. If an Indemnifying Party 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 foregoing, the Indemnifying Party shall not be liable for any settlement of any Third-Party Claim effected without its written consent. The Indemnifying Party shall not, except with the consent of the Indemnitee, (i) enter into any such settlement that does not include as an unconditional term thereof the giving by the person or persons asserting such Third-Party Claim to all Indemnitees an unconditional release from all Liability with respect to such Third-Party Claim, or (ii) an Indemnification consent to entry of any judgment. (b) Any claim on account of a Loss that does not result from a Third-Party Claim shall be made asserted by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed given by the Indemnitee and to the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Indemnifying Party. Such Indemnifying Party Claim, the Indemnitors Representative shall have a period of thirty (30) days after the receipt of such notice within which to object respond thereto. If such Indemnifying Party does not respond within such thirty-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 thirty-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 Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying party under this Agreement or under applicable law (except as provided in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; andADR Agreement). (vc) upon determination of In addition to any adjustments required pursuant to Section 4.3, if the amount of an Indemnification Claimany Loss shall, whether at any time subsequent to the payment required by agreement between the Indemnitors Representative and the Indemnitee this Agreement, be reduced by recovery, settlement or otherwise, the Indemnitors shall pay the amount of such Indemnification 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. (d) 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 such Indemnitee may have any right or claim relating to such Third-Party Claim within ten 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. (10e) days of Notwithstanding anything to the date such amount is determinedcontrary 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.

Procedures for Indemnification. The obligations and liabilities of the parties with respect procedures for indemnification pursuant to an Indemnification Claim shall this Article 8 will be subject to the following terms and conditionsas follows: (ia) an Indemnification Claim The party claiming indemnification (the “Indemnified Party”) shall be made by a NM Indemnitee by delivery of a promptly give written notice to the Company Indemnitors' Representative requesting party from whom indemnification from is claimed (the Company Indemnitors “Indemnifying Party”) of any claim for Losses, whether arising between the parties or in connection with a third-party claim made against the Indemnified Party, specifying, in reasonable detail, the facts and specifying circumstances of and the basis on which for such claim, as then known by the Indemnified Party. If an indemnification is sought and claim hereunder relates to a third-party claim made against the amount Indemnified Party, written notice of asserted Losses and, such third-party claim shall be given by the Indemnified Party to the Indemnifying Party promptly (but in any event within fifteen (15) days after written notice of such third-party claim shall have been given to the Indemnified Party by such third party). Failure to give prompt notice pursuant to this Section 8.4(a) shall not affect the Indemnifying Party’s indemnification obligations hereunder in the absence of material prejudice thereto (in which case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee the Indemnifying Party’s indemnification obligations shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall only be made by a Company Indemnitee by delivery of a written notice reduced to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount extent of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claimmaterial prejudice). (iiib) if Following receipt of notice from the Indemnification Claim involves Indemnified Party of a Third Party Claimclaim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Indemnifying Party Claim, the Indemnitors Representative shall will have thirty (30) days during which to object make such investigation of the claim as the Indemnifying Party shall deem necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or the Indemnifying Party’s authorized Representative(s) the information relied upon by the Indemnified Party to substantiate the claim (except to the extent such information is privileged). If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of said H:818672 48 thirty (30)-day period (or any agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such Indemnification Claim notice, the Indemnifying Party shall promptly pay to the Indemnified Party the full amount of the claim in accordance with Section 8.4(f). In the event the parties are unable to agree, either party may bring a Proceeding to resolve such dispute in accordance with Section 9.10. (c) With respect to any claim by delivery a third-party for which an Indemnified Party is entitled to indemnification hereunder, the Indemnifying Party shall have the right, at its own expense, to participate in or, if the Indemnifying Party so elects, to assume control of a the defense of such claim through counsel of the Indemnifying Party’s choice reasonably acceptable to the Indemnified Party by providing written notice of such objection within thirty (30) days following notice from the Indemnified Party acknowledging the Indemnifying Party’s obligation to such Indemnitee specifying in reasonable detail indemnify the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject IndemnitorsIndemnified Party, and the Indemnification Claim Indemnified Party shall reasonably cooperate with the Indemnifying Party, subject to reimbursement for reasonable and documented actual out-of-pocket expense incurred by the Indemnified Party as the result of a request by the Indemnifying Party to so cooperate; provided, that the Indemnifying Party will not be entitled to control, and the Indemnified Party will be entitled to have sole control over, the defense or settlement of any claim if (i) such claim involves a criminal proceeding, action, indictment, allegation or investigation, (ii) a conflict of interest between the Indemnifying Party and the Indemnified Party exists other than ordinary conflicts that arise under this Agreement and the other Transaction Documents, (iii) such claim involves any customers of the Indemnified Party or its Affiliates, (iv) the Indemnifying Party has not agreed and acknowledged in writing (for the benefit of the Indemnified Party) its unqualified obligation to indemnify the Indemnified Party as provided hereunder with respect to such claim, subject to the limitations set forth in this Article 8, (vi) such claim seeks an injunction or other equitable relief against the Indemnified Party or any of its Affiliates or (vii) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. If the Indemnifying Party elects to assume control of the defense of any third-party claim, the Indemnified Party will have the right to participate in the defense of such claim at its own expense. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably denied, delayed, withheld or conditioned), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates or if such settlement or compromise does not include an unconditional release of the Indemnified Party for any liability arising out of such claim or demand or any related claim or demand. (d) If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any third-party claim within thirty (30) days following notice from the Indemnified Party (or such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of the Indemnified Party to defend such claim), the Indemnified Party will (upon delivering written notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim (all at the cost and expense of the Indemnifying Party), and the Indemnifying Party will be bound by the results obtained in good faith by the Indemnified Party with respect to such claim. The Indemnified Party will not settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnifying Party without the consent of the Indemnifying Party, such consent not to be unreasonably withheld, denied, conditioned or delayed. (e) If any Buyer Group Member is entitled to recourse directly against any Seller pursuant to this Article 8 and is not able to recover the full amount of any such claim from such Seller, Buyers shall have the right to: H:818672 49 (i) if no Earn-Out Consideration has been paid, then withhold any Earn-Out Consideration that becomes due, including the issuance of a number of Earn-Out Shares having an aggregate Earn-Out Share Value equal to the amount that such Buyer Group Member was unable to recover. Each Seller hereby agrees to any such withholding of Earn-Out Consideration from such Seller in satisfaction of any indemnification obligations hereunder; or (ii) if any Earn-Out Shares have been issued, demand from such Seller the satisfaction of such claim through the delivery to Buyers of a number of Earn-Out Shares held by such Seller having an aggregate Earn-Out Share Value equal to the amount that such Buyer Group Member was unable to recover. Each Seller hereby agrees to any such delivery of Earn-Out Shares from such Seller to Buyers in satisfaction of any indemnification obligations hereunder and authorizes Buyers to transfer such Earn-Out Shares to Buyers or any of their Affiliates. Notwithstanding the foregoing, if a Seller fails to deliver such Earn-Out Shares in satisfaction of any indemnification obligations hereunder, without any further action by Xxxxxx, such Seller shall automatically forfeit all of such Seller’s rights, title and interest in and with respect to such Earn-Out Shares, and Buyers shall be paid in accordance deemed the owner of such Earn-Out Shares for all purposes, and Buyers agree to provide such Seller with subsection (v) hereof; andwritten notice thereof promptly after any such forfeiture. (vf) upon Any indemnification payments made pursuant to this Article 8 shall be effected by wire transfer of immediately available funds to an account or accounts designated by the applicable Buyer Group Member or Seller Group Member, as the case may be, within three (3) Business Days after the determination of the amount of an Indemnification Claimthereof, whether by pursuant to a final judgment, settlement or agreement between among the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedparties.

Procedures for Indemnification. The obligations and liabilities 10.3.1. If Organichem or any of its Affiliates or Purepac or any of its Affiliates (in each case an Indemnified Party) receives any written claim which it believes is the subject of indemnity under this Agreement by the other party (in each case an Indemnifying Party), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice to the Indemnifying Party in writing, including the full details of the parties with respect claim to an Indemnification Claim the extent known to the Indemnified Party (notice of claim); provided, that the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified Party other than pursuant to Section 7 (Confidentiality). The Indemnifying Party shall have the obligation to assume all aspects of the defense of such claim, and at the cost of the Indemnifying Party. The Indemnifying Party shall select counsel to vigorously defend the Indemnified Party, but such selection shall be subject to the following terms and conditions: (i) an Indemnification Claim approval of the Indemnified Party, such approval shall not be unreasonably withheld or delayed. If the Indemnifying Party fails to so assume the defense of such claim, the Indemnified Party may assume such defense, with counsel of its choice, but for the account of the Indemnifying Party. If the Indemnifying Party assumes its obligations to defend such claim, the Indemnified Party may participate therein through counsel of its choice, but the cost of such additional counsel shall be made by a NM Indemnitee by delivery for the account of a written notice the Indemnified Party. 10.3.2. The party not assuming the defense of any such claim shall reasonably cooperate and render all reasonable assistance to the Company Indemnitors' Representative requesting indemnification from party assuming such defense. 10.3.3. No claim against the Company Indemnitors and specifying Indemnified Party shall be settled without the basis on which indemnification is sought and consent of the amount of asserted Losses andIndemnified Party; such consent shall not be unreasonably withheld or delayed. However, in the case of a Third Indemnified Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning no obligation to consent to any settlement of any such Third claim which imposes on the Indemnified Party Claim; (ii) an Indemnification Claim shall any liability or obligation which cannot be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification assumed and specifying the basis on which indemnification is sought and the amount of asserted Losses and, performed in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed full by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedIndemnified Party.

Procedures for Indemnification. The obligations and liabilities of the parties with respect (a) If a claim for Damages (“Indemnity Claim”), other than Third-Party Claims under Section 8.5(b) below, is to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a Person entitled to indemnification under this Article 8 (“Indemnified Party”), such party shall give written notice briefly describing the claim and the total monetary damages sought (each, a “Notice”) to Sellers’ Representative or Buyer, as applicable (each an “Indemnifying Party”), as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which gives rise to Damages for which indemnification may be sought under this Article 8. Any failure to submit any such notice of claim to the Company Indemnitors' Representative requesting indemnification from Indemnifying Party shall not relieve any Indemnifying Party of any Liability hereunder, except to the Company Indemnitors and specifying extent that the basis on which indemnification is sought Indemnifying Party demonstrates that the Indemnifying Party was actually prejudiced by such failure. The Indemnifying Party shall be deemed to have accepted the Notice and the amount of asserted Losses and, in the case of a Third Indemnifying Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by deemed to have agreed to pay the Damages at issue if the Indemnifying Party does not send a Company Indemnitee by delivery notice of a written notice disagreement to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Indemnified Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have within thirty (30) calendar days after receiving the Notice. If the Indemnifying Party does not send a notice of disagreement to object the Indemnified Party within thirty (30) calendar days after receiving the Notice, the Indemnifying Party shall promptly pay to the Indemnified Party the amount sufficient to pay the Damages. (b) If an Indemnity Claim is to be made by an Indemnified Party entitled to indemnification hereunder in respect of, arising out of or involving a claim made by any third party (each, a “Third-Party Claim”) against the Indemnified Party, the Indemnified Party shall give a Notice to the Indemnifying Party as soon as practicable after becoming aware of such Third-Party Claim. The failure of any Indemnified Party to give timely Notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates that the Indemnifying Party was actually prejudiced by such failure. After such Notice, if the Indemnifying Party acknowledges in writing to an Indemnified Party that the Indemnifying Party would be liable and have indemnity obligations for any Damages resulting from any such Third-Party Claim if the facts alleged in such Third-Party Claim were accepted as true, the Indemnifying Party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such Third-Party Claim, (ii) to employ and engage attorneys of its own choice (provided that such attorneys are reasonably acceptable to the Indemnified Party) to handle and defend the same, unless the named parties to such Indemnification Claim action or proceeding include the Indemnified Party and the Indemnifying Party, and any such Indemnified Party has been advised in writing by delivery counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, in which event such Indemnified Party shall be entitled, at the Indemnifying Parties’ cost, risk and expense, to separate counsel of its own choosing, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld, provided that any such compromise or settlement shall provide for the absolute and unconditional release of the Indemnified Parties from any Liability with respect to such Third-Party Claim. If the Indemnifying Party assumes the defense of a written notice Third-Party Claim (to the extent permitted above), the Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such objection Third-Party Claim and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The Parties shall cooperate with each other in any notifications to insurers. If the Indemnifying Party fails to assume the defense of such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance claim within fifteen (15) calendar days after receipt of the Indemnification Notice (whether as a result of its election not to assume such defense), the Indemnified Party against which such claim has been asserted will have the right to undertake, at the Indemnifying Parties’ cost, risk and expense, the defense, compromise or settlement of such Third-Party Claim by the Indemnitors Representative on behalf of all and for the subject Indemnitorsaccount and risk of the Indemnifying Parties; provided, however, that such claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement; provided, however, that the Indemnifying Party may, at its own cost, participate in the investigation, trial and the Indemnification Claim defense of such lawsuit or action and any appeal arising therefrom. The Indemnifying Party shall be paid liable for any settlement of any Third-Party Claim effected pursuant to and in accordance with subsection this Section 8.5 and for any final judgment (v) hereof; and (v) upon determination subject to any right of appeal), and each Indemnifying Party agrees to indemnify and hold harmless the amount of an Indemnification Claim, whether Indemnified Party from and against any Damages by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount reason of such Indemnification Claim within ten (10) days of settlement or judgment subject to the date such amount is determinedlimitations provided in this Article 8.

Procedures for Indemnification. The obligations and liabilities of the parties with respect to an Indemnification Claim shall be subject to the following terms and conditions: (i) an An Indemnification Claim shall be made by a NM World Access Indemnitee by delivery of a written notice to the Company Indemnitors' CIS Indemnitors Representative requesting indemnification from the Company CIS Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim;. (ii) an An Indemnification Claim shall be made by a Company CIS Indemnitee by delivery of a written notice to the NM Indemnitors' World Access Indemnitors Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if If the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 8.4 hereof shall also be observed by the Indemnitee and the Indemnitors Representative;. (iv) if If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (viv) hereof; and. (v) upon Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined.

Procedures for Indemnification. 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 obligations and liabilities Indemnified Party agrees to give the Indemnifying Party prompt written notice of the parties with any event, or any claim, action, suit, demand, assessment, investigation, arbitration or other proceeding by or in respect to an Indemnification Claim shall be subject to the following terms and conditions: (i) an Indemnification Claim shall be made by a NM Indemnitee by delivery of a written notice third party (a “Third-Party Claim”) of which it has knowledge, for which such Indemnifying Party is entitled to the Company Indemnitors' Representative requesting indemnification from the Company Indemnitors and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in under this ARTICLE 11. In the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Third-Party Claim, the procedures set forth 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 Section 8.5 hereof shall also such defense, but in such case the expenses of the Indemnified Party will be observed paid by the Indemnitee Indemnified Party. The Indemnified Party will promptly provide the Indemnifying Party with access to the Indemnified Party’s records and personnel relating to any such Third-Party Claim during normal business hours and will otherwise cooperate with the Indemnitors Representative; (iv) if Indemnifying Party in the Indemnification Claim involves a matter other than a Third defense or settlement of such Third-Party Claim, and the Indemnitors Representative shall have thirty (30) days to object to Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in providing such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objectionaccess, personnel and cooperation. Failure to object in a timely manner shall constitute a final and binding acceptance Upon assumption of the Indemnification defense of any such Third-Party Claim by the Indemnitors Representative Indemnifying Party, the Indemnified Party will not pay, or permit to be paid, any part of any claim or demand arising from such Third-Party Claim, unless the Indemnifying Party consents in writing to such payment (which consent will not be unreasonably withheld) or unless a final judgment from which no appeal may be taken by or on behalf of all the subject IndemnitorsIndemnified Party is entered against the Indemnified Party for such liability. No such Third-Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, which consent will not be unreasonably withheld. If the Indemnifying Party 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 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 Indemnification Claim shall be paid Indemnifying Party will have the right to participate in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between settlement or assume or reassume the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount defense of such Indemnification Claim within ten (10) days of the date such amount is determinedThird-Party Claim.

Procedures for Indemnification. The obligations Subject to Section 9.5 of this Agreement, a Party seeking indemnification under this Article IX (the "Indemnified Party") shall promptly notify the Party against whom a claim for indemnification is sought under this Agreement (the "Indemnifying Party") in writing, which notice shall specify, in reasonable detail, the nature and liabilities estimated amount of the parties claim and shall include a complete and accurate copy of any notice, complaint or other information received by the Indemnified Party with respect to such claim. If a claim by a third party is made against an Indemnification Claim Indemnified Party, and if the Indemnified Party intends to seek indemnity with respect thereto under this Article IX, the Indemnified Party shall be subject promptly (but in no event longer than 30 days ("Indemnity Notice Period") of such claim being made) notify the Indemnifying Party of such claim and the reasonable details thereof, including a complete and accurate copy of any notice, complaint or other information received by the Indemnified Party with respect to such claim; provided, however, that any failure by an Indemnified Party to notify the Indemnifying Party of a claim within the Indemnity Notice Period for such claim shall not affect the Indemnified Party's right to indemnification under the Article IX except (and then only) to the following terms extent that the Indemnifying Party is actually prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of such notice to undertake, conduct and conditions: control, through counsel of its own choosing and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith, except that with respect to settlements entered into by the Indemnifying Party (i) an Indemnification Claim the consent of the Indemnified Party shall be made by a NM Indemnitee by delivery of a written notice to required if the Company Indemnitors' Representative requesting indemnification from settlement provides for equitable relief against, or otherwise adversely affects, the Company Indemnitors Indemnified Party, which consent shall not be unreasonably withheld or delayed; and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim; (ii) an Indemnification Claim the Indemnifying Party shall obtain a complete release of the Indemnified Party. If the Indemnifying Party undertakes, conducts and controls the settlement or defense of such claim, the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party, provided that the fees and expenses of the Indemnified Party's counsel shall be made by a Company Indemnitee by delivery of a written notice to the NM Indemnitors' Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (iii) if the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.5 hereof shall also be observed borne by the Indemnitee and the Indemnitors Representative; (iv) if the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitors Representative shall have thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitors Representative on behalf of all the subject Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (v) hereof; and (v) upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitors Representative and the Indemnitee or otherwise, the Indemnitors shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determinedIndemnified Party.