Common use of Procedures for Indemnification Clause in Contracts

Procedures for Indemnification. With respect to any third-party claims, either party shall give the other party prompt notice of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3.

Procedures for Indemnification. With respect to any third-An indemnified party claimshereunder shall notify the indemnifying party, either party shall give the other party prompt notice in writing, of any third-claim for indemnification, specifying in reasonable detail the nature of the Claims and Losses and, if known, the amount or an estimate of the amount of the Claims and Losses. In the event of a claim by any third party, or if there is any claim against a third party claim. The failure to give such notice shall not relieve available by virtue of the circumstances of the Claims and Losses, the indemnifying party from may assume the defense or the prosecution thereof by prompt written notice to indemnified party including the employment of counsel or accountants, at its cost and expense; provided, however, if the defendants in any liability that it may have to such action include both the indemnifying party and the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend and such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party parties shall have reasonable concluded that there may be a conflict between the right to assume positions of such parties in conducting the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3action, the indemnified party shall have the right to defend select separate legal counsel to assume such claim defense and otherwise participate in such manner as it may deem appropriate action at the cost and expense of the indemnifying party, and ’s expense. The indemnified party shall have the right to employ counsel separate from counsel employed by the indemnifying party shall promptly reimburse in any such action and to participate therein, but the fees and expenses of such counsel employed by the indemnified party therefore shall be at its expense. The indemnifying party shall not be liable for any settlement of any such Claims and Losses effected without its prior written consent, which shall not be unreasonably withheld; provided that if the indemnifying party does not assume the defense or prosecution of a third-party claim as provided above within thirty (30) Days after notice thereof from the indemnified party, the indemnified party may settle such claim without the indemnifying party’s consent. The indemnifying party shall not agree to a settlement of any Claims and Losses which provides for any relief other than the payment of monetary damages or which could have a material precedential impact or effect on the business or financial condition of the indemnified party without the indemnified party’s prior written consent. Whether or not the indemnifying party chooses to so defend or prosecute such claim, both parties shall cooperate in accordance with this Section 10.3the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Procedures for Indemnification. With respect (a) If a party entitled to indemnification under this Section 11 (an “Indemnified Party”) asserts that it has suffered or incurred a Loss for which it is entitled to indemnification or that a party obligated to indemnify it has become obligated to such Indemnified Party, or if any third-suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnified Party may become entitled to indemnification or a party claimsobligated to indemnify it has become obligated to an Indemnified Party, either party such Indemnified Party shall give prompt written notice to (i) in the other party prompt case of a claim for indemnification pursuant to Section 11.2(a), the applicable Seller against whom such claim is asserted, (ii) in the case of a claim for indemnification pursuant to Section 11.2(b), the Seller Representative, and (iii) in the case of a claim for indemnification pursuant to Section 11.3, the Buyer (each such person, an “Indemnifying Party”). No delay in delivering such written notice to the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder or prevent the Indemnifying Party from recovering in respect of any third-party claim. The failure claim for indemnification pursuant to give such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 except and in accordance with this Section 11 unless, and then solely to the extent that that, the indemnifying party’s ability to defend such suit or claim Indemnifying Party is actually and materially prejudiced thereby. Such notice by the failure Indemnified Party will describe the claim giving rise to give 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. The indemnifying party shall have If, during the right Response Period, the Indemnifying Party delivers a written notice disputing the Indemnified Party’s entitlement to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of 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 11.5(b) shall apply to any suit, action, investigation, claim or proceeding asserted by a third party seeking indemnification against an Indemnified Party (a “Third-Party Claim”). The parties hereto shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate and provide reasonable assistance in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying partyor prosecution thereof. The indemnifying party shall not, Indemnified Party may not settle or compromise any Third-Party Claim without the prior written consent of the indemnified partyIndemnifying Party (not to be unreasonably withheld, agree to the settlementconditioned or delayed). No Indemnified Party nor any of its Affiliates will admit any liability with respect to, or settle, compromise or discharge of such thirdany Third-party claim, unless such settlement, compromise or discharge includes an unconditional release 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, including making available records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party seeking indemnification from all liability on claims that are as may be reasonably necessary for the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control preparation of the defense of such claims as provided in Third-Party Claim. (c) To the extent of any conflict between Section 10.2(b) and this Section 10.311.5, the indemnified party Section 10.2(b) shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3govern.

Procedures for Indemnification. With respect to any third-An indemnified party claimshereunder shall notify the indemnifying party, either party shall give the other party prompt notice in writing, of any third-claim for indemnification, specifying in reasonable detail the nature of the Claims and Losses and, if known, the amount or an estimate of the amount of the Claims and Losses. In the event of a claim by any third party, or if there is any claim against a third party claim. The failure to give such notice shall not relieve available by virtue of the circumstances of the Claims and Losses, the indemnifying party from may assume the defense or the prosecution thereof by prompt written notice to indemnified party including the employment of counsel or accountants, at its cost and expense; provided, however, if the defendants in any liability that it may have to such action include both the indemnifying party and the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend and such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party parties shall have reasonable concluded that there may be a conflict between the right to assume positions of such parties in conducting the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3action, the indemnified party shall have the right to defend select separate legal counsel to assume such claim defense and otherwise participate in such manner as it may deem appropriate action at the cost and expense of the indemnifying party, and ’s expense. The indemnified party shall have the right to employ counsel separate from counsel employed by the indemnifying party shall promptly reimburse in any such action and to participate therein, but the fees and expenses of such counsel employed by the indemnified party therefore shall be at its expense. The indemnifying party shall not be liable for any settlement of any such Claims and Losses effected without its prior written consent, which shall not be unreasonably withheld; provided that if the indemnifying party does not assume the defense or prosecution of a third-party claim as provided above within thirty (30) days after notice thereof from the indemnified party, the indemnified party may settle such claim without the indemnifying party’s consent. The indemnifying party shall not agree to a settlement of any Claims and Losses which provides for any relief other than the payment of monetary damages or which could have a material precedential impact or effect on the business or financial condition of the indemnified party without the indemnified party’s prior written consent. Whether or not the indemnifying party chooses to so defend or prosecute such claim, both parties shall cooperate in accordance with this Section 10.3the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Procedures for Indemnification. With In case any action, proceeding or claim is brought against an indemnified party in respect to any third-party claimsof which indemnification is sought hereunder, either party shall give the other party prompt notice of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have shall be entitled to participate and, unless in the reasonable judgment of legal counsel to the indemnified party under Article 9 except to a conflict of interest between the extent that indemnified party and the indemnifying party’s ability to defend party may exist with respect of such suit action, proceeding or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right claim, to assume the defense (at its own expense) of any such claim through thereof with counsel of its own choosing by so notifying reasonably satisfactory to the indemnified party. In the event that the indemnifying party seeking indemnification fails, within thirty (30) calendar days of the first receipt of such any indemnification notice, to notify, in writing, such person of the indemnifying party’s election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party seeking may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claims, proceeding or action, the indemnified party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such matteraction, at claim or proceeding by the indemnifying party’s party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action, claim or proceeding. The indemnifying party shall keep the indemnified party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense using counsel of its choice at its sole cost and expense. The indemnifying party seeking indemnification shall have not be liable for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Article 7 to the right to participate in contrary, the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall not, without the indemnified party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the indemnified partyparty or which does not include, agree as an unconditional term thereof, the giving by the claimant or the plaintiff to the settlement, compromise or discharge indemnified party of such third-party claim, unless such settlement, compromise or discharge includes an unconditional a release of the party seeking indemnification from all liability on claims that are the subject matter in respect of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3claim.

Procedures for Indemnification. With respect The Buyer Indemnitees and Seller Indemnitees shall be referred to any third-party claims, either party in this Section 7.4 as the “Indemnitees”. Indemnitees shall give the other party against whom indemnification is sought pursuant to this Section 7 (the “Indemnifying Person”) prompt notice of any third-party written claim, demand, assessment, action, suit or Proceeding to which the indemnity set forth in this Section 7 applies. The failure to If the document evidencing such claim or demand is a court pleading, the Indemnitee shall give such notice, including a copy of such pleading, within seven (7) days of receipt of such pleading, otherwise, the Indemnitee shall give such notice within thirty (30) days of the date it receives written notice of such claim. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not relieve affect the indemnifying party rights of the Indemnitee to collect such Loss from any liability that it may have the Indemnifying Person so long as such failure to so notify does not materially adversely affect the indemnified party under Article 9 except to the extent that the indemnifying partyIndemnifying Person’s ability to defend such suit or Loss against a third party. If the Indemnitee’s request for indemnification arises from the claim is materially prejudiced by of a third party, the failure to give such notice. The indemnifying party shall have the right to Indemnifying Person may, at its option, assume control of the defense (at its own expense) of any such claim, or any litigation resulting from such claim through so long as (a) the Indemnifying Person gives written notice to the Indemnitee within twenty (20) days after the Indemnitee has given notice of the third party claim that the Indemnifying Person will indemnify the Indemnitee from and against the entirety of any and all Losses the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the third party claim, (b) the Indemnifying Person provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnifying Person will have adequate financial resources to defend against the third party claim and fulfill its indemnification obligations hereunder, (c) the third party claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnitee, (d) the Indemnitee has not been advised in writing by counsel that an actual or potential conflict exists between the Indemnitee and the Indemnifying Person in connection with the defense of the third party claim, (e) settlement of, an adverse judgment with respect to or the Indemnifying Person’s conduct of the defense of the third party claim is not, in the good faith judgment of the Indemnitee, likely to be adverse to the Indemnitee’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its own choosing business) and (f) the Indemnifying Person conducts the defense of the third party claim actively and diligently. The Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim; provided, however, that the Indemnifying Person will pay the reasonable fees and expenses of separate co-counsel retained by so notifying the Indemnitee that are incurred prior to Indemnifying Person’s assumption of control of the defense of the third party seeking indemnification claim. Failure by the Indemnifying Person to notify the Indemnitee of its election to defend a complaint by a third party within twenty (20) days shall be a waiver by the Indemnifying Person of its right to respond to such complaint and within thirty (30) calendar days after notice thereof shall be a waiver by the Indemnifying Person of its right to assume control of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matterclaim or action. If the Indemnifying Person assumes control of the defense of such claim or litigation resulting therefrom, at the indemnifying party’s expense. The party seeking indemnification Indemnifying Person shall have the right to participate take all reasonable steps necessary in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying partyor settlement of such claim or litigation resulting therefrom. The indemnifying party Indemnifying Person shall not, without in the prior defense of such claim or litigation, consent to entry of any judgment against any Indemnitee or enter into any settlement, involving any Indemnitee, except in either case with written consent of the indemnified partyIndemnitee, agree which consent shall not be unreasonably withheld or delayed. The Indemnitee shall furnish the Indemnifying Person in reasonable detail all information the Indemnitee may have with respect to any such third-party claim and shall make available to the settlement, compromise or discharge Indemnifying Person and its representatives all records and other similar materials which are reasonably required in the defense of such third-party claim and shall otherwise cooperate with and assist the Indemnifying Person in the defense of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party Indemnifying Person does not assume control of the defense of any such claims as provided in this Section 10.3third-party claim or litigation resulting therefrom, the indemnified party shall have the right to Indemnitee may defend against such claim or litigation in such manner as it may reasonably deem appropriate at the cost and expense of the indemnifying partyappropriate, and the indemnifying Indemnifying Person shall indemnify the Indemnitee from any Loss indemnifiable under Section 7 incurred in connection therewith. The Indemnifying Person shall not be obligated to the Indemnitee for any settlement or consent to a stay of judgment made by any Indemnitee if such settlement or consent is entered into without the prior written consent of the Indemnifying Person which consent shall not be unreasonably withheld or delayed. If the Indemnitee should have a claim against the Indemnifying Person that does not involve a third party claim, the Indemnitee shall promptly reimburse deliver a notice of such claim to the indemnified party therefore Indemnifying Person. If the Indemnifying Person notifies the Indemnitee that it does not dispute the claim described in accordance such notice or fails to notify the Indemnitee within thirty (30) days after delivery of such notice by the Indemnitee whether the Indemnifying Person disputes the claim described in such notice, the Loss in the amount specified in the Indemnitee’s notice will be conclusively deemed a liability of the Indemnifying Person and the Indemnifying Person shall pay the amount of such Loss to the Indemnitee on demand. If the Indemnifying Person has timely disputed its liability with this Section 10.3respect to such claim, a senior executive of each of the Indemnifying Person and the Indemnitee with full negotiating authority will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such executives within sixty (60) days after the delivery of the Indemnitee’s notice of such claim, such dispute shall be resolved fully and finally by a court of competent jurisdiction.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The party claiming the indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any thirdclaim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-party claims, either party shall give of-pocket expenses incurred by the other party prompt notice Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim. The failure to give such notice shall not relieve , the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification Claimant shall have the right to participate in the defense thereof and to employ counsel, of such claim at its own expense. D. If a claim, separate from whether between the counsel employed parties or by the indemnifying party. The indemnifying party shall not, without the prior written consent of the indemnified a third party, agree requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the settlement, compromise Indemnifying Party does not elect to assume control or discharge otherwise participate in the defense of such third-any third party claim, unless it shall be bound by the results obtained in good faith by the Claimant with respect to such settlementclaim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, compromise or discharge includes an unconditional release directors, officers, partners employees and representatives of the party seeking indemnification from all liability on claims that are Claimant although for the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control purpose of the defense of such claims as provided procedures set forth in this Section 10.310.4, any indemnification claims by such parties shall be made by and through the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3Claimant.

Procedures for Indemnification. With respect Any claims for indemnification by any party entitled to indemnification hereunder (an "INDEMNIFIED PARTY") from any party hereunder (an "INDEMNITOR") under this ARTICLE XI shall be made by an Indemnified Party by delivery of a written notice to the Indemnitor requesting indemnification (an "INDEMNIFICATION CLAIM") and specifying the basis on which indemnification is sought and the amount of asserted Losses. Indemnitor shall have 30 days after the date on which the Indemnitor receives the notice of an Indemnification Claim to object to such Indemnification Claim by delivery of a written notice of such objection to the Indemnified Party specifying in reasonable detail the basis for such objection. If within 30 days after the date on which the Indemnitor receives the notice of the Indemnification Claim, the Indemnitor has not delivered to the Indemnified Party a notice objecting to all or any portion of the claimed Loss and setting forth the amount of such claimed indemnification for such Loss objected to and the reasons for such objection, the Indemnified Party shall be entitled to indemnification for such Loss, and the Indemnitor shall promptly pay the full amount of such Loss. If, within 30 days after the date on which the Indemnitor receives the notice of an Indemnification Claim, the Indemnitor delivers to the Indemnified Party an objection to all or any portion of the claimed Loss, setting forth the amount of such Loss objected to and the reasons for such objection, the Indemnified Party shall be entitled to reimbursement for the portion of such Loss not objected to by the Indemnitor and the Indemnitor shall promptly pay the full amount of so much of the Loss as to which the Indemnitor did not object. (a) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor and the Indemnified Party or by any final adjudication, the Indemnitor shall pay the amount of such Indemnification Claim within 5 days of the date such amount is determined. (b) The rights accorded to Indemnified Parties hereunder shall be in addition to any third-party claims, either party shall give the other party prompt notice of rights that any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it Indemnified Party may have to at law or in equity. (c) Any payment under this Article shall be treated for Tax purposes as an adjustment of the indemnified party under Article 9 except Purchase Price to the extent that such characterization is proper and permissible under the indemnifying party’s ability applicable U.S. Tax law, including the Code, Treasury regulations, court decisions and administrative promulgations or, alternatively, by Buyer as an offset to defend a Tax benefit item, if such suit or claim characterization is materially prejudiced by permissible under such Tax law. (d) In no event shall the failure aggregate liability of Seller for claims asserted pursuant to give such notice. The indemnifying party shall have the right to assume the defense Section 11.1(i) and (at its own expenseiii) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty this Agreement and Section 9.1 (30i) calendar days and (iii) of the first Asset Purchase Agreement (excluding indemnification with respect to the payment of Taxes, penalties, Brighton Governmental Claims, interest and collection costs thereof) exceed $700,000. (e) Seller's obligation to indemnify Buyer under SECTION 11.1(v) above shall terminate on the date which is the earlier of: (i) Buyer's receipt of such noticeevidence that is satisfactory to the Buyer that all actual or potential Brighton Governmental Claims have been resolved, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent or (ii) expiration of the indemnified party, agree to the settlement, compromise or discharge applicable statutes of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3limitation.

Procedures for Indemnification. (a) In the event of a dispute between the parties, the parties shall refer all indemnification matters with regard to Sections 17.1(b) and 17.2(b) hereof for dispute resolution pursuant to Section 20.9 below. (b) With respect to any third-party claims, either party shall give the other party prompt notice of any third-party claim, that may give rise to any indemnification obligation under this Article 17, together with the estimated amount of such claim. The failure Failure to give such notice shall not relieve affect the indemnifying party from any liability that it may have to indemnification obligations hereunder in the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such noticeabsence of actual and material prejudice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice; provided, and however, that any such counsel shall be reasonably satisfactory to the party seeking indemnification shall cooperate fully indemnification. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any indemnitee and the indemnifying party exists in defense respect of such matterthird-party claim, at the indemnifying party’s expenseparty shall also pay the reasonable fees and expense of such additional counsel as may be required to be retained in order to eliminate such conflict. The If the indemnifying party assumes such defense, the party seeking indemnification 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. If the indemnifying party chooses to defend or prosecute a third-party claim, the other party shall cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested, the retention, and the provision to the indemnifying party, of records and information reasonably relevant to such third-party claim. The indemnifying party shall not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claimclaim unless, unless by its terms, such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, actually discharges the indemnified party shall have from the right to defend full amount of liability in connection with such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying partythird-party claim. In addition, and the indemnifying party shall promptly reimburse not consent to, and the indemnified party therefore in accordance no event be required to agree to, the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the indemnified party or (ii) does not include as an unconditional term thereof the giving of a release for all liability with respect to such claim by each claimant or plaintiff to each indemnified party that is the subject of such third-party claim. Notwithstanding the foregoing, the provisions of Section 6.7(b) hereof and not the provisions of this Section 10.317.4 shall apply to any Assessment by any governmental authority to which said Section 6.7(b) applies.

Procedures for Indemnification. With respect Any claims for indemnification by any party entitled to indemnification hereunder (an "INDEMNIFIED PARTY") from any party hereunder (an "INDEMNITOR") under this ARTICLE IX shall be made by an Indemnified Party by delivery of a written notice to the Indemnitor requesting indemnification (an "INDEMNIFICATION CLAIM") and specifying the basis on which indemnification is sought and the amount of asserted Losses. Indemnitor shall have 30 days after the date on which the Indemnitor receives the notice of an Indemnification Claim to object to such Indemnification Claim by delivery of a written notice of such objection to the Indemnified Party specifying in reasonable detail the basis for such objection. If within 30 days after the date on which the Indemnitor receives the notice of the Indemnification Claim, the Indemnitor has not delivered to the Indemnified Party a notice objecting to all or any portion of the claimed Loss and setting forth the amount of such claimed indemnification for such Loss objected to and the reasons for such objection, the Indemnified Party shall be entitled to indemnification for such Loss, and the Indemnitor shall promptly pay the full amount of such Loss. If, within 30 days after the date on which the Indemnitor receives the notice of an Indemnification Claim, the Indemnitor delivers to the Indemnified Party an objection to all or any portion of the claimed Loss, setting forth the amount of such Loss objected to and the reasons for such objection, the Indemnified Party shall be entitled to reimbursement for the portion of such Loss not objected to by the Indemnitor and the Indemnitor shall promptly pay the full amount of so much of the Loss as to which the Indemnitor did not object. (a) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor and the Indemnified Party or by any final adjudication, the Indemnitor shall pay the amount of such Indemnification Claim within 5 days of the date such amount is determined. (b) The rights accorded to Indemnified Parties hereunder shall be in addition to any third-party claims, either party shall give the other party prompt notice of rights that any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it Indemnified Party may have to at law or in equity. (c) Any payment under this Article shall be treated for Tax purposes as an adjustment of the indemnified party under Article 9 except Purchase Price to the extent that such characterization is proper and permissible under the indemnifying party’s ability applicable U.S. Tax law, including the Code, Treasury regulations, court decisions and administrative promulgations or, alternatively, by Buyer as an offset to defend a Tax benefit item, if such suit or claim characterization is materially prejudiced by permissible under such Tax law. (d) In no event shall the failure aggregate liability of Seller and Parent for claims asserted pursuant to give such notice. The indemnifying party shall have the right to assume the defense (at its own expenseSection 9.1(i) and 9.1(iii) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30this Agreement and Section 11.1(i) calendar days and 11.1(iii) of the first receipt of such notice, and the party seeking Stock Purchase Agreement (excluding indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree respect to the settlementpayment of Taxes, compromise or discharge of such third-party claimpenalties, unless such settlementBrighton Governmental Claims, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding interest and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3collection costs thereof) exceed $700,000.

Procedures for Indemnification. (a) If a claim is made by any Taxing authority, which, if successful, might result in an indemnity payment by a party ("Tax Indemnitor") to another ("Tax Indemnitee") pursuant to Section 11.02, Tax Indemnitee shall promptly notify Tax Indemnitor in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to Tax Indemnitor within a sufficient period of time to allow Tax Indemnitor to effectively contest such Tax Claim, or in reasonable detail to apprise Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Tax Indemnitor shall not be liable to Tax Indemnitee to the extent that Tax Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. (b) With respect to any third-party claimsTax Claim, Tax Indemnitor shall control all proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing authority with respect thereto and may, in its sole discretion, either party shall give pay the other party prompt notice of Tax claimed and xxx for a refund where Applicable Law permits such refund suits or contest the Tax Claim in any third-party claim. The failure to give such notice permissible manner; provided, however, that Tax Indemnitor shall not relieve settle or compromise a Tax Claim without giving thirty (30) days notice to Tax Indemnitee and without Tax Indemnitee's consent, which shall not be unreasonably withheld, if such settlement or compromise would result in a material Tax Liability of Tax Indemnitee or members of its affiliated group for any Taxable period. If Tax Indemnitee reasonably withholds its consent, the indemnifying party from any liability that it may have indemnification obligation of Tax Indemnitor to Tax Indemnitee under this Article XI shall be limited to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend amount of such suit settlement or claim is materially prejudiced by the failure to give such notice. The indemnifying party compromise, and Tax Indemnitee shall have the right to assume take over the defense (control of any proceedings with respect to such Tax Claim at its own expense. (c) Buyer and Seller shall cooperate with each other in contesting any Tax Claim, which cooperation shall include, without limitation, granting powers of attorney to the party who is entitled to control the proceedings, retaining and providing records and information that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty Tax Claim. (30d) calendar days Any payment under this Article XI shall be treated for tax purposes as an adjustment of the first receipt of Purchase Price to the extent such noticecharacterization is proper and permissible under relevant Tax authorities, including court decisions, statutes, regulations and the party seeking administrative promulgations. (e) The indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent obligations of the indemnified party, agree parties set forth in this Article XI shall survive until the expiration of the applicable statute of limitations relating to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims Taxes that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3indemnification obligation.

Procedures for Indemnification. With respect to any third-party claims, either party shall give The Principal Shareholder and the other party prompt notice of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall Other Principal Shareholder will jointly have the right to control, at their own cost, the defense of any actions, suits or proceedings that may result in indemnity pursuant to Section 5 (an “Excess Price Proceeding”) with counsel reasonably satisfactory to the Company. If the Principal Shareholder and the Other Principal Shareholder do not jointly elect to assume the defense control of an Excess Price Proceeding within three (at its own expense3) days after the commencement of any such claim through counsel of its own choosing by so notifying Excess Price Proceeding, then the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, Company will assume and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in control, at its own cost, the defense thereof of any Excess Price Proceeding. If the Company controls the defense of any Excess Price Proceeding, the Company shall (a) obtain the written consent of the Principal Shareholder to the selection of legal counsel to the Company for the defense of any such claims (which consent shall not be unreasonably withheld, delayed or conditioned), (b) reasonably consult, and cause the Company’s legal counsel to employ counselreasonably consult, with the Principal Shareholder and its legal counsel regarding such defense upon the Principal Shareholder’s reasonable request, (c) keep the Principal Shareholder and its legal counsel reasonably informed of any material developments in such action, suit or proceeding, and (d) prior to compromising or settling any Excess Price Proceeding, obtain the prior written consent of the Principal Shareholder (which consent will not be unreasonably withheld, delayed or conditioned). The Company will have the right, at its own expense, separate from to engage legal counsel to participate in the defense of such action, suit or proceeding. If the Principal Shareholder and the Other Principal Shareholder jointly control the defense of any Excess Price Proceeding, the Principal Shareholder and the Other Principal Shareholder shall (a) obtain the written consent of the Company to the selection of legal counsel employed by to the indemnifying party. The indemnifying party Principal Shareholder and the Other Principal Shareholder for the defense of any such claims (which consent shall notnot be unreasonably withheld, without delayed or conditioned), (b) reasonably consult, and cause their legal counsel to reasonably consult, with the Company and its legal counsel regarding such defense upon the Company’s reasonable request, (c) keep the Company and its legal counsel reasonably informed of any material developments in such action, suit or proceeding, and (d) prior to compromising or settling any Excess Price Proceeding, obtain the prior written consent of the indemnified partyCompany (which consent will not be unreasonably withheld, agree to delayed or conditioned). The Company will give the settlement, compromise or discharge Principal Shareholder written notice of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of all claims for indemnification under this Agreement and the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense amount of such claims promptly upon their determination, provided that the failure to provide any such notice shall not prejudice the rights of the Company to indemnification hereunder. All such claims shall be satisfied by the Principal Shareholder by payment of such obligation directly to the current or former shareholder of the Company entitled to such indemnifiable amount within five business days of receipt of such notice by wire transfer of immediately available funds to an account or accounts specified by such current or former shareholder, or at such other time and in such other manner as may otherwise be provided in this Section 10.3, the indemnified party shall have the right any final Order not subject to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3further appeal or any final binding settlement agreement.

Procedures for Indemnification. With (a) The Indemnitee shall give written notice (the “Indemnification Notice”) of any Damages or the commencement of any Proceeding by a third party with respect to any third-party claimsmatter referred to in Section 10.2 thereof to the Indemnitor, either party which Indemnification Notice shall include a description of the Damages or Proceeding, the amount thereof (if known and quantifiable) and the basis for the Damages or Proceeding; provided, that failure of the Indemnitee to give the other party prompt notice of any third-party claim. The failure to give such notice Indemnification Notice as provided herein shall not relieve the indemnifying party from any liability that it may have Indemnitor of its obligations hereunder. (b) If the Indemnitor does not object to the indemnified party under Article 9 except Damages within twenty (20) Business Days of Indemnitee’s delivery of the Indemnification Notice to Indemnitor, after Indemnitee’s delivery of a written notice of cancellation (the “Cancellation Notice”) to the extent that Indemnitor, Indemnitor shall pay the indemnifying partyaggregate amount of Damages set forth in the Indemnification Notice within five (5) Business Days of Indemnitee’s ability delivery of the Cancellation Notice. Indemnitor may object to defend the claim on the Indemnification Notice by delivery to Indemnitee of such suit objection in writing within twenty (20) Business Days of Indemnitee’s delivery of the Indemnification Notice to Indemnitor. In case Indemnitor shall so object in writing to any claim or claim is materially prejudiced claims by the failure to give such notice. The indemnifying party Indemnitee made in any Indemnification Notice, Indemnitee shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first after receipt of such notice, and objection to respond in a written statement that describes the party seeking indemnification shall cooperate fully with the indemnifying party in defense nature of such matterobjection and/or Indemnitor’s assessment of the amount of the Damages. If after such thirty (30) day period there remains a dispute as to any claims, at Indemnitee and Indemnitor shall attempt in good faith for thirty (30) days to agree upon the indemnifying party’s expenserights of the respective parties with respect to each of such claims. The party seeking indemnification If no agreement can be reached after good faith negotiation between the parties pursuant to this Section, then the parties shall have subject such dispute to the right dispute resolution procedures set forth in Section 11.13. (c) 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 limitations set forth below) shall be entitled to assume the defense thereof by appointing a nationally recognized and reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided that: (i) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel, at counsel of its own expense, choice for such purpose; provided that the fees and expenses of such separate from the counsel employed shall be borne by the indemnifying party. The indemnifying party 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 notbe borne by the Indemnitor, without 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 reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee); (ii) 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: (A) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (B) the Indemnitee reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (C) the claim seeks an injunction or equitable relief against the Indemnitee; (D) the Indemnitee has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee; (E) the claim involves environmental matters in which case the Indemnitee shall have sole control and management authority over the resolution of such claim (including hiring legal counsel and environmental consultants, conducting environmental investigations and cleanups, negotiating with governmental agencies and third parties and defending or settling claims and actions); provided that the Indemnitee shall keep the Indemnitor apprised of any major developments relating to any environmental claim; (F) upon petition by the Indemnitee, the appropriate court or arbitral rules that the Indemnitor failed or is failing to vigorously prosecute or defend such claim; or (G) the Indemnitee reasonably believes that the Damages relating to the claim could exceed the maximum amount that such Indemnitee could then be entitled to recover under the applicable provisions of Article 10; and (iii) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the indemnified party, agree to the settlement, compromise Indemnitee before entering into any settlement of a claim or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnitee or if such settlement does not expressly and unconditionally release the Indemnitee from all Liabilities with respect to such claim, without prejudice. Notwithstanding anything to the contrary contained in such manner as it may deem appropriate at the cost and expense of the indemnifying partythis Agreement or otherwise, and the indemnifying party neither Seller nor Buyer shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3be responsible for any special, incidental, punitive or consequential Damages (including Damages for lost profits).

Procedures for Indemnification. With respect to any 31.5.1 If an indemnitee becomes aware of a third-party claimsClaim that (if successful) will result in a Loss to be indemnified under this Section, either party shall give the other party prompt indemnitee will promptly notify the indemnitor in writing (with a copy of the notice of any third-party claimto the indemnitor's legal counsel). The failure to give Failure or delay in giving such notice shall will not relieve affect the indemnifying party from any liability that it may have right to the be indemnified party under Article 9 except to the extent that it prejudices the indemnifying party’s ability defense of the Claim. If the indemnitor acknowledges that the Claim (if successful) will result in Loss within its obligation to indemnify under this Section, it may assume the defense within fifteen (15) days after receiving the notice of the Claim. In the meantime, the indemnitee may take any action that it deems appropriate to protect its interests or those of the indemnitor, provided it is not prejudicial to the indemnitor. 31.5.2 If the indemnitor acknowledges its obligation to indemnify and assumes the defense, it will have both the duty to defend such suit or claim is materially prejudiced by and the failure right to give such noticecontrol the defense. The indemnifying indemnitor will conduct the defense in a prudent manner and will keep the indemnitee reasonably informed as to the status of the defense. The indemnitee will cooperate with the defense and may retain separate counsel at its own expense to participate in, but not control, the defense. Neither party shall may settle a Claim without the consent of the other, and that consent may not be unreasonably withheld or delayed. 31.5.3 If the indemnitor does not timely assume the defense, the indemnitee will have the right (but no duty) to assume defend or settle the defense Claim at the risk of the indemnitor. The indemnitor will reimburse the indemnitee for its expenses (at its own expenseincluding reasonable attorney's fees) of any such claim through counsel of its own choosing by so notifying defending or settling the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3Claim.

Procedures for Indemnification. With respect (a) Any Buyer Indemnitee seeking indemnification under Section 8.1 shall give prompt written notice to Seller of the assertion of any third-claim that does not involve a Proceeding brought by a third party. The notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to the claim to the extent feasible and the basis of the request for indemnification under this Agreement. (b) If a Buyer Indemnitee receives notice of a Proceeding brought by a third party claimsfor which the Buyer Indemnitee intends to assert an indemnification claim under Section 8.1 against Seller, then the Buyer Indemnitee shall give notice of the Proceeding to Seller no later than fifteen (15) Business Days before the answer or other response to the Proceeding is required to be made (the “Answer Period”). Seller shall assume the defense of any Proceeding by notice to Buyer Indemnitees no later than five (5) Business Days prior to the date by which an answer or other response to the Proceeding is required to be made. Any failure by either party shall to give the other party prompt requisite notice of any third-party claim. The failure to give such notice shall within the time specified in this Section 8.3(b) will not relieve Seller of the indemnifying party from any liability that it may have obligation to indemnify Buyer Indemnitees or Buyer Indemnitees of the indemnified party under Article 9 obligation to allow Seller to defend pursuant to this Section 8.3(b) except to the extent that the indemnifying party’s ability to defend such suit or claim defense of any Proceeding is materially prejudiced by the failure delay. (c) If Seller assumes the defense of a Proceeding pursuant to give such noticeSection 8.3(a), then Seller may defend and conduct any proceedings or negotiations in connection with the Proceeding, take all other required steps or proceedings to settle or defend any Proceeding, and to employ counsel to contest any Proceeding in the name of the Buyer Indemnitees or otherwise. The indemnifying party shall have If Seller assumes the right defense, the expenses of all proceedings, contests or lawsuits with respect to the Proceedings will be borne by Seller. (d) If Seller does not assume the defense (at its own expense) of, or if after so assuming Seller fails to defend, any Proceeding, then the Buyer Indemnitees may defend against any claim or Proceeding in the manner they may deem appropriate and the Buyer Indemnitees may settle any claim or Proceeding on the terms they deem appropriate, and Seller will promptly reimburse the Buyer Indemnitees for the amount of all expenses, legal and otherwise, reasonably and necessarily incurred by the Buyer Indemnitees in connection with the defense against and settlement of any such claim through counsel of its own choosing or Proceeding. (e) If in any Proceeding covered by so notifying the party seeking indemnification within thirty (30) calendar days under this Agreement, a judgment is rendered against any of the first receipt Buyer Indemnitees, or any Lien in respect of such noticeany judgment attaches to any of the assets of any of the Buyer Indemnitees, and Seller will upon any entry or attachment pay the party seeking indemnification shall cooperate fully with relevant judgment in full or discharge the indemnifying party in defense of such matterrelevant Lien unless, at the indemnifying party’s expenseexpense and direction of Seller, an appeal is taken under which the execution of the judgment or satisfaction of the Lien is stayed. The party seeking If and when a final judgment is rendered in any Proceeding, subject to indemnification under Section 8.1, Seller will satisfy any judgment or discharge any Lien before any of the Buyer Indemnitees is compelled to do so. (f) Seller or the Buyer Indemnitees, as appropriate, shall have the right to participate in the defense thereof and of any Proceeding related to employ counsel, any indemnified Damages at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding sole cost and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at expense and the cost and expense of that participation shall not be Damages subject to indemnification. (g) In the indemnifying partyevent of a claim covered by Section 8.3(a) or a claim related to a Proceeding which Buyer defends pursuant to Section 8.3(b), Buyer Indemnitee will use good faith, commercially reasonable efforts to achieve a Reasonable Cost Response for any Environmental Liability or Environmental Condition. In addition, Buyer Indemnitee will provide Seller with notice of any meetings with third parties concerning the investigation or response action and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with copies of any work plans for investigation or response action regarding any claim covered by Section 8.3(b) hereof related to any Environmental Liability or Environmental Condition. For purposes of this Section 10.3.Agreement, “

Procedures for Indemnification. With 15.6.1. If Southern States Indemnified Persons seek indemnification from Gold Xxxx for indemnifiable losses, Southern States Indemnified Persons shall give notice to Gold Xxxx of such loss, specifying in reasonable detail the nature and basis for the claim and the amount thereof (the "Notice of Loss"). If, within sixty days after the date on which Gold Xxxx receives the Notice of Loss, Gold Xxxx has not delivered to Southern States a notice objecting to all or any portion of the claimed loss and setting forth the amount of such claimed loss objected to and the reasons for such objection, Southern States Indemnified Persons shall be entitled to indemnification for such loss unless Gold Xxxx'x failure to object was inadvertent, and Gold Xxxx shall promptly pay such loss. If the failure of Gold Xxxx was inadvertent, the process should be begun again but the Survival Period with respect to the Claim shall be extended if the First Notice of Loss was within the Survival Period. If, within sixty days after the date on which Gold Xxxx receives a Notice of Loss, Gold Xxxx delivers to Southern States an objection to all or any third-party claimsportion of the claimed loss, either party setting forth the amount of such loss objected to and the reasons for such objection, Southern States Indemnified Persons shall be entitled to reimbursement for the portion of such loss not objected to by Gold Xxxx and Gold Xxxx shall promptly pay such amount. Southern States Indemnified Persons shall be entitled to indemnification for the portion of such claimed loss to which Gold Xxxx objected to upon the earlier of: (a) the Gold Xxxx'x and Southern States' written agreement with respect to the indemnification of such loss or (b) a final judgment or award of an arbitrator as provided in Section 18.12. 15.6.2. If Gold Xxxx Indemnified Persons seek indemnification from Southern States for indemnifiable losses, Gold Xxxx Indemnified Persons shall give a Notice of Loss to Southern States, specifying in reasonable detail the other party prompt nature and basis for the claim and the amount thereof. If, within sixty days after the date on which Southern States receives the Notice of Loss, Southern States has not delivered to Gold Xxxx a notice objecting to all or any portion of the claimed loss and setting forth the amount of such claimed loss objected to and the reasons for such objection, Gold Xxxx Indemnified Persons shall be entitled to indemnification for such loss unless Southern States' failure to object was inadvertent, and Southern States shall promptly pay such loss. If the failure of Southern States was inadvertent, the process should be begun again but the Survival Period with respect to the Claim shall be extended if the first Notice of Loss was within the Survival Period. If, within sixty days after the date on which Southern States receives a Notice of Loss, Southern States delivers to Gold Xxxx an objection to all or any portion of the claimed loss, setting forth the amount of such loss objected to and the reasons for such objection, Gold Xxxx Indemnified Persons shall be entitled to reimbursement for the portion of such loss not objected to by Southern States and Southern States shall promptly pay such amount. Gold Xxxx Indemnified Persons shall be entitled to indemnification for the portion of such claimed loss to which Southern States objected to upon the earlier of: (a) the Gold Xxxx'x and Southern States' written agreement with respect to the indemnification of such loss or (b) a final judgment or award of an arbitrator pursuant to Section 18.12. 15.6.3. The obligations and liabilities of an Indemnifying Person with respect to losses resulting from the assertion of liability by third parties (each, a "Third Party Claim") shall be subject to the following terms and conditions: (a) The Indemnified Persons shall promptly give written notice to the Indemnifying Persons of any third-party claim. The failure Third Party Claim which might give rise to give any loss by the Indemnified Persons, stating the nature and basis of such notice Third Party Claim, and the amount thereof to the extent known; provided, however, that no delay on the part of the Indemnified Persons in notifying any Indemnifying Persons shall not relieve the indemnifying party Indemnifying Persons from any liability that it may have or obligation hereunder unless (and then solely to the indemnified party under Article 9 except to extent) the extent that the indemnifying party’s ability to defend such suit or claim Indemnifying Person thereby is materially prejudiced by the failure delay. Such notice shall be accompanied by copies of all relevant documentation with respect to give such notice. The indemnifying party Third Party Claim, including, without limitation, any summons, complaint or other pleading which may have been served, any written demand or any other document or instrument. (b) If the Indemnifying Persons shall acknowledge in a writing delivered to the Indemnified Persons that such Third Party Claim is properly subject to their indemnification obligations hereunder, then the Indemnifying Persons shall have the right to assume the defense (at its own expense) of any such claim through Third Party Claim at their own expense and by their own counsel, which counsel of its own choosing by so notifying shall be reasonably satisfactory to the party seeking indemnification within thirty (30) calendar days of Indemnified Persons; provided, however, that the first receipt of such notice, and the party seeking indemnification Indemnifying Persons shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall not have the right to assume the defense of any Third Party Claim, notwithstanding the giving of such written acknowledgment, if (i) the Indemnified Persons shall have been advised by counsel that there are one or more legal or equitable defenses available to them which are different from or in addition to those available to the Indemnifying Persons, and, in the reasonable opinion of the Indemnified Persons, counsel for the Indemnifying Persons could not adequately represent the interests of the Indemnified Persons because such interests could be in conflict with those of the Indemnifying Persons, (ii) such action or proceeding involves, or could have a material effect on, any material matter beyond the scope of the indemnification obligation of the Indemnifying Persons or (iii) the Indemnifying Persons shall not have assumed the defense of the Third Party Claim in a timely fashion. (c) If the Indemnifying Persons shall assume the defense of a Third Party Claim (under circumstances in which the proviso to Section 15.6.3(b) is not applicable), the Indemnifying Persons shall not be responsible for any legal or other defense costs subsequently incurred by the Indemnified Persons in connection with the defense thereof. If the Indemnifying Persons do not exercise their right to assume the defense of a Third Party Claim by giving the written acknowledgment referred to in Section 15.6.3(b), or are otherwise restricted from so assuming by the proviso to Section 15.6.3(b), the Indemnifying Persons shall nevertheless be entitled to participate in such defense with their own counsel and at their own expense. If the defense thereof and to employ counsel, at its own expense, separate from the counsel employed of a Third Party Claim is assumed by the indemnifying party. The indemnifying party Indemnified Persons pursuant to clause (i) or (ii) of the proviso of Section 15.6.3(b), the Indemnified Persons shall not, not be entitled to settle such Third Party Claim without the prior written consent of the indemnified Indemnifying Persons, which consent shall not be unreasonably withheld or delayed. (d) If the Indemnifying Persons exercise their right to assume the defense of a Third Party Claim pursuant to clauses (i) or (ii) of Section 15.6.3(b), (i) the Indemnified Persons shall be entitled to participate in such defense with their own counsel at their own expense and (ii) the Indemnifying Persons shall not make any settlement of any claims without the written consent of the Indemnified Persons, which consent shall not be unreasonably withheld or delayed. 15.6.4. Notwithstanding any other provisions of this Agreement, neither Gold Xxxx nor Southern States shall have any claim for indemnification hereunder unless such claim is asserted, as provided herein, against the other within the Survival Period (in which event the party's right to indemnification for such matters shall continue until liability is finally determined), it being acknowledged that the Survival Period of certain indemnities is without limitation as to time as provided in Sections 15.1, 15.2 and 15.4. 15.6.5. Notwithstanding any other provision in this Article XV, the following procedures shall apply to any claim arising under clause (iv) of Section 15.2. above or with respect to a breach of the representations and warranties set forth in Section 6.16. (collectively "Environmental Claims"). (a) Any Environmental Claim that is of the nature of a third party claim shall also be governed by the notification procedures set forth in Section 15.6.1., provided, however, that Southern States shall be deemed to have provided notice to Gold Xxxx of the matters identified in Schedule 14.12. as of the Closing Date. In the event of any inconsistency between the Section 15.6.1. procedures and the procedures set forth in this Section 15.6.5., the procedures set forth in this Section 15.6.5. shall govern. (b) Gold Xxxx shall assume Principal Management for the matters identified in Schedule 14.12. (c) Upon assertion of any Environmental Claim other than claims arising from the matters identified in Schedule 14.12., Gold Xxxx shall be entitled to assume Principal Management. To assume Principal Management, Gold Xxxx must notify Southern States within thirty days of notice to Gold Xxxx of the Environmental Claim, or such other period as the parties may agree to in writing, that it intends to assume Principal Management. In the settlementevent Gold Xxxx does not undertake Principal Management, compromise or discharge Southern States may assume Principal Management of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying Environmental Claim. (d) The party that does not assume control of have Principal Management for an Environmental Claim shall be entitled, at its sole cost and expense, to reasonably participate in the defense management of such claims as provided Environmental Claim. Such participation shall include: (i) receiving copies of all reports, work plans and analytical data submitted to governmental agencies, all notices or other letters or documents received from governmental agencies, any other non-privileged documents and correspondence materially bearing on the Environmental Claim, and notices of material meetings; (ii) the opportunity to attend and participate in this Section 10.3, such material meetings; (iii) the indemnified right of reasonable consultation with the party shall have exercising Principal Management; and (iv) the right to defend such claim approve in such manner as it may deem appropriate at writing in advance all budgets for the cost Environmental Claim, all material contracts related thereto, the submission of any cleanup plan or any similar material action relating to the Environmental Claim and expense of the indemnifying partyany amendment or modification thereof, and the indemnifying acceptance of any consensual governmental orders or requirements (which approval shall not be unreasonably withheld or delayed). (e) The party undertaking Principal Management hereunder for any matter shall manage the matter in good faith and in a responsible manner, and any activities conducted in connection therewith shall be undertaken promptly reimburse and concluded as expeditiously and as economically as practicable using commercially reasonable efforts, subject to the indemnified schedules and approvals required by the applicable governmental authorities. The parties agree to reasonably cooperate with one another in connection with addressing any Environmental Claim. Either party therefore in accordance may take such action as is reasonable under the circumstances to respond to an actual or threatened emergency or imminent endangerment situation arising from an Environmental Claim. (f) Any action with respect to an Environmental Claim shall be deemed adequate for purposes of satisfying the obligations of this Section 10.315.6.5. to the extent such action: (i) attains compliance with any lawful government order or directive and with applicable Environmental Laws, including any action levels or cleanup standards enforced thereunder; (ii) mitigates any significant risk to human health and (iii) achieves such actions as economically as practicable. (g) The parties agree to negotiate in good faith regarding any dispute arising under this section 15.6.

Procedures for Indemnification. With respect Each party entitled to any third-party claimsindemnification under this Section 3 (the “Indemnified Party”), either party shall give notice to the other party prompt notice required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any third-party claimclaim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense. The A failure to give notice in accordance with this Section 3(c) shall in no case prejudice the rights of the Indemnified Party under this Agreement unless the Indemnifying Party shall be materially prejudiced by such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 except failure and then only to the extent of such prejudice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof, the indemnifying party’s ability giving of a release from all liability in respect to defend such suit claim or claim is materially prejudiced litigation. If any such Indemnified Party shall have been advised by counsel chosen by it 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 failure to give such notice. The indemnifying party Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense (at its own expense) of such action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed retained by the indemnifying party. The indemnifying party Indemnified Party, it being understood that the Indemnifying Party shall not, without in connection with any one action or separate but similar or related actions in the prior written consent same jurisdiction arising out of the indemnified partysame general allegations or circumstances, agree be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such Indemnified Party or controlling person, which firm shall be designated in writing by the Indemnified Party to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3Indemnifying Party.

Procedures for Indemnification. With respect (a) If a party entitled to indemnification under this Section 10 (an “Indemnitee”) asserts that a party obligated to indemnify it under this Section 10 (an “Indemnitor”) has become obligated to such Indemnitee pursuant to Section 10.2 or 10.3, as the case may be, or if any third-party claimssuit, either party action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnitor may become obligated to an Indemnitee hereunder, such Indemnitee shall give prompt written notice thereof to the other party prompt Indemnitor; provided, however, that no delay in delivering such written notice of any third-party claim. The failure to give such notice the Indemnitor shall not relieve the indemnifying party Indemnitor from any liability that it may have obligation hereunder, unless, and then solely to the indemnified party under Article 9 except extent that, the Indemnitor is actually prejudiced thereby. (b) The Indemnitor shall have the right, at its sole cost and expense, to participate in, and, to the extent that it may wish, assume the indemnifying partydefense of, any suit, action, investigation, claim or proceeding asserted by any third party against an Indemnitee that may result in the incurrence by such Indemnitee of Losses for which such Indemnitee would be entitled to indemnification pursuant to this Section 10; provided, however, that the Indemnitor shall not be entitled to assume the defense of any such suit, action, investigation, claim or proceeding, if (a) the Indemnitee reasonably determines that the amount of the Losses in respect of such suit, action, investigation, claim or proceeding, if successful, would be likely to exceed the Indemnitor’s ability to defend liability under this Agreement or (b) such suit suit, action, investigation, claim or claim is materially prejudiced by proceeding involves an allegation of the failure to give such noticeviolation of Applicable Law (including fiduciary and regulatory requirements thereunder) or seeks any non-monetary remedy. The indemnifying party Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnitee’s choice (except that the Indemnitor shall be responsible for the fees and expenses of one separate co-counsel for all Indemnitees to the extent the Indemnitee is advised, in writing by its counsel, that either (i) the counsel the Indemnitor has selected has a conflict of interest or (ii) there are legal defenses available to the Indemnitee that may be materially different from or additional to those available to the Indemnitor) and the Indemnitee shall in any event cooperate with and assist the Indemnitor to the extent reasonably possible. If the Indemnitor does not timely assume the defense of, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnitee shall have the right to assume do so, including, without limitation, the defense (at its own expense) of right to make any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such noticecompromise or settlement thereof, and the party seeking indemnification Indemnitee shall cooperate fully with be entitled to recover the indemnifying party entire cost thereof from the Indemnitor, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding, in each case subject to the limitations set forth herein; provided that the Indemnitee shall not settle any such suit, action, investigation, claim or proceeding without the consent of the Indemnitor (such consent not to be unreasonably withheld, conditioned or delayed) and shall keep the Indemnitor reasonably apprised of the status of the applicable suit, action, investigation, claim or proceeding and any efforts to settle the same upon request of the Indemnitor. (c) With respect to any suit, action, investigation, claim or proceeding that the Indemnitor assumes the defense of such matterin accordance with Section 10.4(b), at the indemnifying party’s expense. The party seeking indemnification Indemnitor shall have not consent to the right to participate entry of a judgment or enter into any settlement with respect thereto, unless (i) the judgment or settlement provides solely for the payment of monetary damages and does not impose injunctive or other equitable relief against the Indemnitee and (ii) the plaintiff or claimant in the defense thereof matter releases the Indemnitee from all liability or wrongdoing with respect thereto, in each case of clauses (i) and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall not(ii) above, without the prior written consent of the indemnified partyIndemnitee (not to be unreasonably withheld or delayed). For the avoidance of doubt, agree the Indemnitor shall not consent to the settlemententry of a judgment or enter into any settlement with respect to any suit, compromise action, investigation, claim or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of proceeding for which the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party Indemnitor does not assume control the defense in accordance with Section 10.4(b). (d) In all cases in determining whether there has been a breach of a representation or warranty by the Buyer or any Seller for purposes of Section 10, or in determining the amount of any Losses with respect to a breach of a representation or warranty by the Buyer or any Seller for purposes of Section 10, such representations and warranties shall be read without regard to any materiality qualifier (including, without limitation, any reference to Material Adverse Effect or material adverse effect) contained therein; provided, however, that this Section 10.4(d) shall not apply to the representations or warranties contained in Section 5.7(a), Section 5.20, Section 5.21(a), Section 5.21(k), Section 5.25, or Section 6.10. (e) The indemnification provided for in Section 10 shall survive any investigation at any time made by or on behalf of the defense Indemnitee or any knowledge or information that the Indemnitee may have. (f) All Losses recoverable by an Indemnitee shall be net of (i) insurance proceeds received by such claims Indemnitee or its Affiliates and (ii) any other amounts recovered and received by an Indemnitee or its Affiliates from a third party or the Funds, whether by way of payment, discount, credit, off-set, counterclaim, indemnification (including, without limitation, indemnification by any Fund), contribution or otherwise, net of any costs incurred to pursue such recovery; provided, however, that an Indemnitee shall have no obligation to seek recovery from insurance or any other indemnification, contribution or other payment. If any such insurance proceeds and/or other amounts are received by an Indemnitee or its Affiliates after the Indemnitor pays any amount pursuant to this Section 10, the Indemnitee shall promptly repay to the Indemnitor the amount such Indemnitor would not have had to pay pursuant to this Section 10 had such proceeds and/or other amounts been received by the Indemnitee or its Affiliates prior to such Indemnitor’s payment under this Section 10 to the Indemnitee. (g) Each party acknowledges and agrees that, except as provided in Section 7.5(d), Section 8.4(d) and Section 15.10 or in the case of fraud with scienter, its sole and exclusive remedy following the Closing with respect to any and all claims under or relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Section 10.3, the indemnified party 10. (h) No Indemnitee shall have the right be entitled to defend such claim in such manner as it may deem appropriate at the cost and expense double recovery for any indemnifiable Loss by reason of the indemnifying partystate of facts giving rise to such Loss, even though such Loss may have resulted from the breach of more than one of the representations, warranties and the indemnifying party shall promptly reimburse the indemnified party therefore covenants, or any other indemnity, in accordance with this Section 10.3Agreement.

Procedures for Indemnification. With Promptly after service of noticeof any claim or of process by any third person in any matter in respect of which indemnity may be sought from a party pursuant to any third-this Agreement, the party claims, either party shall give the other party prompt notice of any third-party claim. The failure to give such notice shall not relieve so served will notify the indemnifying party from any liability that it may have to of the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such noticereceipt thereof. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall will have the right to participate in the defense thereof and to employ counselin, or assume, at its own expense, separate the defense of any such claim or process (with counsel reasonably acceptable to the indemnified party) or settlement thereof. After notice from the counsel employed indemnifying party of its election so to assume the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expense incurred by the indemnifying partyindemnified party in connection with such defense. Such defense will be conducted expeditiously (but with due regard for obtaining the most favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the indemnified party will be advised promptly of all material developments. The indemnifying party shall not, will not settle any such claim without the prior written consent of the indemnified party, agree which consent shall not be unreasonably withheld or delayed. With respect to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are any matter which is the subject matter of any such proceeding claim and as to which the indemnified party fails to give the other party such notice as aforesaid, and such settlement, compromise or discharge is exclusively on financial terms which will be paid by failure adversely affects the indemnifying party. If ability of the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in or materially increases the amount of indemnification which the indemnifying party is obligated to pay hereunder, the amount of indemnification which the indemnified party will be entitled to receive will be reduced to an amount which the indemnified party would have been entitled to receive had such manner notice been timely given. No settlement of any such claim as it may deem appropriate at to which the cost and expense indemnifying party has not elected to assume the defense thereof will be made without the prior written consent of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. With respect 11.3.1 Each Indemnified Party will promptly give notice hereunder to any third-the indemnifying party claims, either party shall give the other party prompt ("Notice of Claim") after obtaining written notice of any third-party claim. The failure claim as to give which recovery may be sought against the indemnifying party, and, if such notice shall not relieve indemnity will arise from the claim of a third party, will permit the indemnifying party to assume the defense of any such claim and any litigation or other proceeding resulting from such claim; provided, however, that Purchaser (or any liability that it may have Purchaser Indemnified Party) will not be required to permit Seller to assume the indemnified party under Article 9 except defense of any claim or litigation which, if not first paid, discharged or otherwise complied with, would result in an interruption or disruption of the conduct of the business of Purchaser or any material part thereof. Notwithstanding the foregoing, the right to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced indemnification hereunder will not be affected by the any failure of an Indemnified Party to give such notice. The notice required hereunder will specify the basis for the claim for indemnification and the "Indemnified Liabilities" (collectively, Seller's Indemnified Liabilities and Purchaser's Indemnified Liabilities) arising therefrom to the extent ascertainable at the time of the notice. Failure by an indemnifying party shall have the right to assume the defense (at notify an Indemnified Party of its own expense) of election to defend any such claim through counsel of its own choosing or action by so notifying a third party within 21-days after notice thereof will have been given to the 40 indemnifying party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with will be deemed a waiver by the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim or action if the Indemnified Party's ability to defend such claim or action would be prejudiced by the indemnifying party's assumption of the defense after such time. 11.3.2 The indemnifying party will not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement, except with the written consent of the Indemnified Party (which will not be unreasonably withheld) if such settlement involves the entry of injunctive relief binding upon the Indemnified Party or its assets or requiring the Indemnified Party to make any payment not indemnified hereunder. 11.3.3 If the indemnifying party will not assume the defense of any such claim by a third party, or litigation resulting therefrom, after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and deems appropriate. 11.3.4 If the indemnifying party shall will notify the Indemnified Party that it disputes any claim made by the Indemnified Party, then the Parties hereto will endeavor to settle and compromise such claim, and if unable to agree on any settlement or compromise, such claim for indemnification will be settled by appropriate mediation and then arbitration, as delineated in Section 14.18, and any liability established by reason of such settlement, compromise, mediation or arbitration, will be deemed to be finally determined; provided, however, that the indemnifying party must notify the Indemnified Party of the disputed claim within 180 days of the receipt by the indemnifying party of the notice required by Section 11.3.1 hereof. Any claim that is finally determined in the manner set forth above will be paid promptly reimburse by the indemnified indemnifying party therefore in accordance with cash. 11.3.5 The Party seeking indemnification pursuant to this Section 10.3Article 11 will bear the burden of proof as to each and every element of such indemnification claim.

Procedures for Indemnification. With (a) No Seller Indemnifying Party shall be liable for any claim for indemnification under this Article VIII unless written notice of a claim for indemnification is delivered by the Purchaser Indemnified Party seeking indemnification to the Seller Indemnifying Party from whom indemnification is sought prior to the expiration of any applicable survival period set forth in Section 8.01 (in which event the claim shall survive until finally and fully resolved). If any third party notifies the Purchaser Indemnified Party with respect to any third-party claimsmatter which may give rise to a claim for indemnification (a “Third Party Claim”) against the Seller Indemnifying Party under this Article VIII, either party then the Purchaser Indemnified Party shall give notify the other party prompt notice Seller Indemnifying Party reasonably promptly thereof in writing; provided, that no delay on the part of any third-party claim. The failure to give such notice the Purchaser Indemnified Party in notifying the Seller Indemnifying Party shall not relieve the indemnifying party Seller Indemnifying Party from any liability that it may have to the indemnified party under Article 9 obligation hereunder except to the extent that the indemnifying partySeller Indemnifying Party is actually and materially prejudiced thereby. All notices given pursuant to this Section 8.05(a) shall describe with reasonable specificity the nature of the claim, the amount of the claim (to the extent then known) and the basis of the Purchaser Indemnified Party’s ability claim for indemnification. (b) Following receipt of notice in accordance with Section 8.05(a) (other than a notice of a Third Party Claim against the Purchaser Indemnified Party, in which case Section 8.05(c) below shall apply), the Seller Indemnifying Party shall have thirty (30) days from the date it receives such notice (the “Dispute Period”) to defend make such suit investigation of the claim as the Seller Indemnifying Party deems necessary or desirable. For purposes of such investigation, the Purchaser Indemnified Party shall make available to the Seller Indemnifying Party all the material information related to such claim relied upon by or in possession or control of, the Purchaser Indemnified Party; provided, that such Purchaser Indemnified Party shall not be required to violate any Governmental Order or any applicable Law to which it is subject or to waive any attorney-client privilege or work product doctrine which any of them may possess or that may otherwise apply to such information. If the Seller Indemnifying Party disagrees with the validity or amount of all or a portion of such claim made by the Purchaser Indemnified Party, the Seller Indemnifying Party shall deliver to the Purchaser Indemnified Party written notice thereof (the “Dispute Notice”) prior to the expiration of the Dispute Period. If no Dispute Notice is received by the Purchaser Indemnified Party within the Dispute Period or the Seller Indemnifying Party provides notice that it does not have a dispute with respect to such claim, such claim shall be deemed approved and consented to by the Seller Indemnifying Party (such claim, an “Approved Indemnification Claim”). If a Dispute Notice is received by the Purchaser Indemnified Party within the Dispute Period and the Purchaser Indemnified Party and the Seller Indemnifying Party do not agree to the validity and/or amount of such disputed claim, no payment shall be made until such disputed claim is materially prejudiced resolved, whether by adjudication of such matter, agreement between the Purchaser Indemnified Party and the Seller Indemnifying Party, or otherwise (and upon any such resolution, such claim shall be deemed to be an Approved Indemnification Claim). Each Approved Indemnification Claim shall be paid by Sellers or Parent and Purchaser, as applicable, no later than five (5) Business Days after the date on which the subject claim became an Approved Indemnification Claim, in each case by wire transfer of immediately available funds to the account designated in writing by the failure party entitled to give such noticepayment. (c) After the Purchaser Indemnified Party has given notice of a Third Party Claim to the Seller Indemnifying Party pursuant to Section 8.05(a), the Seller Indemnifying Party may, at its election, undertake and conduct the defense of such Third Party Claim at its own expense; provided, that the Seller Indemnifying Party fully acknowledges in writing its indemnification obligations to the Purchaser Indemnified Party. The indemnifying party In such case, the Purchaser Indemnified Party may continue to participate in the defense of such Third Party Claim. If the Seller Indemnifying Party assumes the defense of any Third Party Claim, and unless (i) such settlement or consent to judgment does not impose or purport to impose any obligation or restriction on such Purchaser Indemnified Party or any of its Affiliates or any action or restrictions upon the conduct of the businesses of the Purchaser Indemnified Party or any of its Affiliates, (ii) the Purchaser Indemnified Party receives a full release of and from any other claims that may be made against the Purchaser Indemnified Party in connection with such Third Party Claim, (iii) the sole relief provided is monetary damages that are paid in full by the Seller Indemnifying Party, and (iv) there is no finding or admission of any violation by the Purchaser Indemnified Party of any applicable Law or any rights of any Person, the Seller Indemnifying Party shall have not settle or consent to judgment with respect to such Third Party Claim without the right written consent of the Purchaser Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary, the Seller Indemnifying Party shall not be entitled to assume the administration and defense of any Third Party Claim if: (i) the Seller Indemnifying Party has failed to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification Third Party Claim within thirty (30) calendar days of the first receipt Purchaser Indemnified Party’s delivery of notice of such noticeThird Party Claim to the Seller Indemnifying Party, (ii) the aggregate amount reasonably expected to be incurred in connection with such Third Party Claim and all other outstanding claims on the RWI Indemnity Escrow Funds exceeds 150% of the remaining amount of the RWI Indemnity Escrow Funds, (iii) such Third Party Claim involves criminal or quasi-criminal allegations, (iv) the Third Party Claim includes a claim for injunctive relief, or (v) any Seller is the Seller Indemnifying Party and (A) Purchaser or the Insurer is required to assume the defense of the Third Party Claim pursuant to the terms thereof or (B) any Seller’s assumption of the defense of the Third Party Claim would reasonably be expected to cause a Purchaser Indemnified Party to lose coverage under the R&W Insurance Policy. The Purchaser Indemnified Party and the party seeking indemnification Seller Indemnifying Party shall cooperate fully with the indemnifying party render to each other such assistance as may reasonably be required of each other in order to ensure proper and adequate defense of such matter, at any Third Party Claim subject to this Section 8.05. To the indemnifying party’s expense. The party seeking indemnification shall have extent that the right to Purchaser Indemnified Party or the Seller Indemnifying Party does not participate in the defense thereof of a particular Third Party Claim, the Person so proceeding with such Third Party Claim shall keep the other Person informed of all material developments and events relating to employ counsel, at such Third Party Claim. No Purchaser Indemnified Party shall settle or consent to judgment with respect to any Third Party Claim for which the Seller Indemnifying Party has provided a written acknowledgement of its own expense, separate from indemnification obligations to the counsel employed by the indemnifying party. The indemnifying party shall not, Purchaser Indemnified Party without the prior written consent of the indemnified partySeller Indemnifying Party, agree to the settlementwhich consent shall not be unreasonably withheld, compromise conditioned or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3delayed.

Procedures for Indemnification. With In case any action, proceeding or claim is brought against an indemnified party in respect of which indemnification is sought hereunder, Licensor shall be entitled to any third-party claimsparticipate and, either party shall give unless in the other party prompt notice reasonable judgment of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have legal counsel to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend a conflict of interest between it and Licensor may exist with respect of such suit action, proceeding or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right claim, to assume the defense (at its own expense) of any such claim through thereof with counsel of its own choosing by so notifying reasonably satisfactory to the party seeking indemnification indemnified party. In the event that Licensor fails, within thirty (30) calendar days of the first receipt of such any indemnification notice, to notify, in writing, such person of Licensor’s election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the indemnified party seeking may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until Licensor elects in writing to assume and does so assume the defense of any such claims, proceeding or action, the indemnified party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying party Licensor in connection with any negotiation or defense of any such matteraction, claim or proceeding by Licensor and shall furnish to Licensor all information reasonably available to the indemnified party which relates to such action, claim or proceeding. Licensor shall keep the indemnified party fully apprised at all times as to the indemnifying party’s expensestatus of the defense or any settlement negotiations with respect thereto. The If Licensor elects to defend any such action or claim, then the indemnified party seeking indemnification shall have the right be entitled to participate in the such defense thereof and to employ counsel, using counsel of its choice at its own sole cost and expense. Licensor shall not be liable for any settlement of any action, separate from claim or proceeding effected without its prior written consent. Notwithstanding anything in this Section 7 to the counsel employed by the indemnifying party. The indemnifying party contrary, Licensor shall not, without the indemnified party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the indemnified partyparty or which does not include, agree as an unconditional term thereof, the giving by the claimant or the plaintiff to the settlement, compromise or discharge indemnified party of such third-party claim, unless such settlement, compromise or discharge includes an unconditional a release of the party seeking indemnification from all liability on claims that are the subject matter in respect of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3claim.

Procedures for Indemnification. With Promptly after receipt by a party entitled to indemnification hereunder (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding by a third-party with respect to any third-party claimsmatter referred to in Sections 11.2 or 11.3, either party the Indemnitee shall give written notice thereof to the other party prompt obligated to indemnify Indemnitee (the “Indemnitor”), which notice shall include a description of any third-party claim. The 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 such the Indemnitor notice as provided herein shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 Indemnitor of its obligations hereunder except to the extent that the indemnifying party’s ability Indemnitor is prejudiced thereby. A claim for indemnification for any matter not involving a third-party Proceeding may be asserted by notice to defend such suit or claim the party from whom indemnification is materially prejudiced by the failure to give sought and shall be paid promptly after such notice. The indemnifying party Any Indemnitor shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right be entitled to participate in the defense thereof of such action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall not, without the prior written consent of the indemnified party, agree option (subject to the settlement, compromise or discharge of limitations set forth below) shall be entitled to assume the defense thereof by appointing a nationally recognized and reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of defense; provided that: (i) the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will Indemnitee shall be paid by the indemnifying party. If the indemnifying party does not assume control of entitled to participate in the defense of such claims as claim and to employ counsel of its choice for such purpose; provided in this Section 10.3that 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 indemnified party foregoing, shall have be borne by the right to defend such claim in such manner as it may deem appropriate at Indemnitor, and except that the cost and expense Indemnitor shall pay all of the indemnifying party, fees and expenses of such separate counsel if the Indemnitee has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3.Indemnitee);

Procedures for Indemnification. (a) If a claim is made by any Taxing authority, which, if successful, might result in an indemnity payment by a party ("Tax Indemnitor") to another ("Tax Indemnitee") pursuant to Section 14.2, Tax Indemnitee shall promptly notify Tax Indemnitor in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to Tax Indemnitor within a sufficient period of time to allow Tax Indemnitor to effectively contest such Tax Claim, or in reasonable detail to apprise Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Tax Indemnitor shall not be liable to Tax Indemnitee to the extent that Tax Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof (b) With respect to any third-party claimsTax Claim for which Tax Indemnitor has acknowledged its responsibility hereunder in writing, either party Tax Indemnitor shall give the other party prompt notice of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (control at its own expenseexpense all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing authority with respect thereto and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner, provided, however, that Tax Indemnitor shall not settle or compromise a Tax Claim without giving a 30-day notice to Tax Indemnitee and without Tax Indemnitee's consent, which shall not be unreasonably withheld, if such settlement or compromise could reasonably be expected to have an adverse effect on the Tax liabilities of Tax Indemnitee or members of its affiliated group for any Taxable period. (c) Purchaser and Seller shall cooperate with each other in contesting any Tax Claim, which cooperation shall include granting powers of attorney to the party who is entitled to control the proceedings, retaining and providing records and information that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such claim through counsel Tax Claim. (d) Any indemnification payments hereunder shall be treated as an adjustment to Purchase Price, unless otherwise required by applicable law. (e) The covenants and indemnification obligations of its own choosing by so notifying this Article XIV shall survive the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, Closing and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification not expire and 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 not, without the prior written consent of the indemnified party, agree not be subject to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding conditions and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided limitations contained in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3Article XIII.

Procedures for Indemnification. With respect The Buyer Indemnitees and Seller Indemnitees shall be referred to any third-party claims, either party in this Section 10.4 as the “Indemnitees”. Indemnitees shall give the other party against whom indemnification is sought pursuant to this Section 10 (the “Indemnifying Person”) prompt notice of any third-party written claim, demand, assessment, action, suit or Proceeding to which the indemnity set forth in this Section 10 applies. The failure to If the document evidencing such claim or demand is a court pleading, the Indemnitee shall give such notice, including a copy of such pleading, within seven (7) days of receipt of such pleading, otherwise, the Indemnitee shall give such notice within thirty (30) days of the date it receives written notice of such claim. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not relieve affect the indemnifying party rights of the Indemnitee to collect such Loss from any liability that it may have the Indemnifying Person so long as such failure to so notify does not materially adversely affect the indemnified party under Article 9 except to the extent that the indemnifying partyIndemnifying Person’s ability to defend such suit or Loss against a third party. If the Indemnitee’s request for indemnification arises from the claim is materially prejudiced by of a third party, the failure to give such notice. The indemnifying party shall have the right to Indemnifying Person may, at its option, assume control of the defense (at its own expense) of any such claim, or any litigation resulting from such claim through so long as (a) the Indemnifying Person gives written notice to the Indemnitee within twenty (20) days after the Indemnitee has given notice of the third party claim that the Indemnifying Person will indemnify the Indemnitee from and against the entirety of any and all Losses the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the third party claim, (b) the Indemnifying Person provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnifying Person will have adequate financial resources to defend against the third party claim and fulfill its indemnification obligations hereunder, (c) the third party claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnitee, (d) the Indemnitee has not been advised in writing by counsel that an actual or potential conflict exists between the Indemnitee and the Indemnifying Person in connection with the defense of the third party claim, (e) settlement of, an adverse judgment with respect to or the Indemnifying Person’s conduct of the defense of the third party claim is not, in the good faith judgment of the Indemnitee, likely to be adverse to the Indemnitee’s reputation or continuing Business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its own choosing Business) and (f) the Indemnifying Person conducts the defense of the third party claim actively and diligently. The Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim; provided, however, that the Indemnifying Person will pay the reasonable fees and expenses of separate co-counsel retained by so notifying the Indemnitee that are incurred prior to Indemnifying Person’s assumption of control of the defense of the third party seeking indemnification claim. Failure by the Indemnifying Person to notify the Indemnitee of its election to defend a complaint by a third party within twenty (20) days shall be a waiver by the Indemnifying Person of its right to respond to such complaint and within thirty (30) calendar days after notice thereof shall be a waiver by the Indemnifying Person of its right to assume control of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matterclaim or action. If the Indemnifying Person assumes control of the defense of such claim or litigation resulting therefrom, at the indemnifying party’s expense. The party seeking indemnification Indemnifying Person shall have the right to participate take all reasonable steps necessary in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying partyor settlement of such claim or litigation resulting therefrom. The indemnifying party Indemnifying Person shall not, without in the prior defense of such claim or litigation, consent to entry of any judgment against any Indemnitee or enter into any settlement, involving any Indemnitee, except in either case with written consent of the indemnified partyIndemnitee, agree which consent shall not be unreasonably withheld or delayed. The Indemnitee shall furnish the Indemnifying Person in reasonable detail all information the Indemnitee may have with respect to any such third-party claim and shall make available to the settlement, compromise or discharge Indemnifying Person and its representatives all records and other similar materials which are reasonably required in the defense of such third-party claim and shall otherwise cooperate with and assist the Indemnifying Person in the defense of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party Indemnifying Person does not assume control of the defense of any such claims as provided in this Section 10.3third-party claim or litigation resulting therefrom, the indemnified party shall have the right to Indemnitee may defend against such claim or litigation in such manner as it may reasonably deem appropriate at the cost and expense of the indemnifying partyappropriate, and the indemnifying Indemnifying Person shall indemnify the Indemnitee from any Loss indemnifiable under Section 10 incurred in connection therewith. The Indemnifying Person shall not be obligated to the Indemnitee for any settlement or consent to a stay of judgment made by any Indemnitee if such settlement or consent is entered into without the prior written consent of the Indemnifying Person which consent shall not be unreasonably withheld or delayed. If the Indemnitee should have a claim against the Indemnifying Person that does not involve a third party claim, the Indemnitee shall promptly reimburse deliver a notice of such claim to the indemnified party therefore Indemnifying Person. If the Indemnifying Person notifies the Indemnitee that it does not dispute the claim described in accordance such notice or fails to notify the Indemnitee within thirty (30) days after delivery of such notice by the Indemnitee whether the Indemnifying Person disputes the claim described in such notice, the Loss in the amount specified in the Indemnitee’s notice will be conclusively deemed a liability of the Indemnifying Person and the Indemnifying Person shall pay the amount of such Loss to the Indemnitee on demand. If the Indemnifying Person has timely disputed its liability with this Section 10.3respect to such claim, a senior executive of each of the Indemnifying Person and the Indemnitee with full negotiating authority will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through the negotiations of such executives within sixty (60) days after the delivery of the Indemnitee’s notice of such claim, such dispute shall be resolved fully and finally by a court of competent jurisdiction.

Procedures for Indemnification. With respect to any third-Promptly after receipt by an indemnified party claims, either party shall give the other party prompt under sections 7.1 or 7.2 of notice of the commencement of any third-action for which indemnification may be available under section 7.1 or 7.2 such indemnified party claim. The 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 give such notice notify the indemnifying party shall not relieve the indemnifying party from it of any liability that it may have to the any indemnified party under Article 9 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 subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel, if the indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more defenses available to it and not available to the indemnifying party’s ability . 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) 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 against the indemnified party or (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). If notice is given to an indemnifying party of the commencement of any action and it does not, within ten business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such action or any compromise or settlement thereof effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend such suit or claim is materially prejudiced by action, but the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in the defense thereof such action and to employ counsel, at its own expense, separate from the counsel employed not be bound by the indemnifying party. The indemnifying party shall not, without the prior written consent any determination of the indemnified party, agree to the settlement, an action so defended or any compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms settlement thereof effected without its consent (which will shall not be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3unreasonably withheld).

Procedures for Indemnification. With respect (a) If a party entitled to indemnification under this Section 10 (an "Indemnitee") asserts that a party obligated to indemnify it under this Section 10 (an "Indemnitor") has become obligated to such Indemnitee pursuant to Section 10.2 or 10.3, or if any third-party claimssuit, either party action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnitor may become obligated to an Indemnitee hereunder, such Indemnitee shall give written notice to the other party prompt Indemnitor. The Indemnitor agrees to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense. The Indemnitor shall not consent to a settlement of, or the entry of any judgment arising from, any such suit, action investigation, claim or proceeding unless it has given 15 days' prior written notice of any third-party claimthe same to the Indemnitee and has obtained the written consent of the Indemnitee to such settlement or judgment, which consent will not be withheld if the sole relief is monetary damages that will be paid in full by the Indemnitor and otherwise will not be unreasonably withheld. The failure Indemnitee shall have the right, but not the obligation, to give such notice participate at its own expense in the defense thereof by counsel of the Indemnitee's choice and shall not relieve in any event cooperate with and assist the indemnifying party from any liability that it may have to the indemnified party under Article 9 except Indemnitor to the extent that reasonably possible. If the indemnifying party’s ability Indemnitor fails timely to defend defend, contest or otherwise protect against such suit suit, action, investigation, claim or claim is materially prejudiced by proceeding, the failure to give such notice. The indemnifying party Indemnitee shall have the right to assume do so, including, without limitation, the defense (at its own expense) of right to make any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such noticecompromise or settlement thereof, and the party seeking indemnification Indemnitee shall cooperate fully with be entitled to recover the indemnifying party in defense entire cost thereof from the Indemnitor, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such mattersuit, at action, investigation, claim or proceeding. (b) Neither the indemnifying party’s expenseSeller nor the Seller Parties will have liability (for indemnification or otherwise) with respect to the matters described in Section 10.2(i) (other than for a breach of Sections 5.5, 5.9 5.13(a) or 5.20) until the total of all Losses with respect to such matters exceeds three hundred seventy five thousand dollars ($375,000), it being understood that once such amount is exceeded, the Seller and the Seller Parties shall be jointly and severally liable for the aggregate of all such Losses (from the first dollar of Loss). The party seeking indemnification In no event shall have any liability of Seller or the right Seller Parties with respect to participate the matters described in Section 10.2(i) (other than for a breach of Sections 5.5, 5.9, 5.13(a) or 5.20) exceed eight million six hundred thousand dollars ($8,600,000), in the defense thereof and aggregate. (c) For purposes of Section 10.2(i), all Losses arising out of or relating to employ counsel, at its own expense, separate breach of Section 5.12 shall be computed net of any net collections from insurance policies that reduce the counsel employed by the indemnifying party. The indemnifying party shall not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims Losses that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will would otherwise be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3sustained.

Procedures for Indemnification. With respect If any Action is asserted, commenced or threatened against any Purchaser Indemnified Person and such Purchaser Indemnified Person intends to seek indemnification for any third-party claimsPurchaser Losses arising from such Action, either party such Purchaser Indemnified Person shall give notice of such Action to Seller promptly after such Purchaser Indemnified Person has obtained actual knowledge of such Action; provided, however, that the other party prompt failure to deliver written notice of any third-party claim. The failure Action to give such notice Seller shall not relieve the indemnifying party from Seller of any liability that it may have to the indemnified party Purchaser Indemnified Person under this Article 9 except VII with respect to the extent that the indemnifying party’s such Action unless Seller's ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt Action has been adversely affected as a result of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expensefailure. The party seeking indemnification Seller shall have the right to participate in and, if desired by Seller, to assume the defense thereof and of such Action with counsel satisfactory to employ Purchaser Indemnified Person; provided, however, that an Purchaser Indemnified Person (together with all other Purchaser Indemnified Persons that may be represented without conflict by one counsel, at its own expense, ) shall have the right to retain one separate from counsel if representation of such Purchaser Indemnified Person by the counsel employed retained by Seller would be inappropriate (in the good faith opinion of Purchaser Indemnified Person) because of (i) one or more defenses or counterclaims being available to Purchaser Indemnified Person that are not available to, or are inconsistent with those available to, Seller, or (ii) actual or potential differing interests between such Purchaser Indemnified Person and any other party represented by the indemnifying partycounsel retained by Seller in such Action (and the reasonable fees and expenses of any such separate counsel for an Purchaser Indemnified Person shall be paid by Seller). The indemnifying party If Seller does not accept the defense of any Action, a Purchaser Indemnified Person shall nothave the full right to defend against any such Action and shall be entitled to settle or agree to pay in full such Action. Notwithstanding the foregoing, without under no circumstances shall an Action be settled or compromised by any Purchaser Indemnified Person, nor shall any Purchaser Indemnified Person consent to the entry of any judgment, unless the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless Seller for such settlement, compromise or discharge includes an unconditional release judgment has been obtained, which consent shall not be unreasonably withheld. In addition, Seller shall not enter into any settlement or compromise, or consent to the entry of any judgment, with respect to any Action against a Purchaser Indemnified Person without obtaining the party seeking indemnification from all liability on claims that are the subject matter prior written consent of such proceeding and Purchaser Indemnified Person if such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party judgment (x) provides for any injunctive or non-monetary relief against such Purchaser Indemnified Person, or (y) does not assume control of release such Purchaser Indemnified Person from all Liability arising, or that may arise, from such Action. In all events and circumstances, Seller and each Purchaser Indemnified Person shall cooperate in the defense of such claims as provided in any Action subject to this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, Article VII and the indemnifying party records of each such Person shall promptly reimburse the indemnified party therefore in accordance be made reasonably available to each other such Person with this Section 10.3respect to any such defense.

Procedures for Indemnification. With respect 9.4.1. If any Indemnified Party determines in good faith that it is entitled to any third-party claimsindemnification pursuant to this Section 9 and such Indemnified Party desires to seek an indemnification claim hereunder, either party the Indemnified Party shall give to the other party prompt Indemnifying Party and the Escrow Agent a written notice with respect thereto (a "NOTICE OF CLAIM") setting forth in reasonable detail the basis for such claim, and specifying the amount of Losses claimed (which, if not finally determined, may be a good faith estimate thereof) (the amount of Losses so claimed being hereinafter referred to as the "INDEMNITY CLAIM AMOUNT"). 9.4.2. The Indemnifying Party may, within 15 days after receipt of any Notice of Claim, object to such Notice of Claim and dispute the claim in full or any Indemnity Claim Amount set forth in such Notice of Claim by delivery to the Indemnified Party and the Escrow Agent of written notice of any third-party claimsuch dispute (a "DISPUTE NOTICE"), setting forth in reasonable detail the basis for such dispute and the amount of the Indemnity Claim Amount which the Indemnifying Party objects to being claimed by the Indemnified Party in respect of the Notice of Claim. 9.4.3. The failure If the Indemnified Party does not receive a Dispute Notice that relates to give a Notice of Claim within fifteen (15) days after the Indemnified Party delivers such notice shall not relieve Notice of Claim, the indemnifying party Escrow Agent will disburse to Purchaser, on behalf of all the Indemnified Parties, from any liability that it may have the Escrow Consideration Shares a number of shares with a value, based on the Average Share Price as of the date of disbursement, equal to the indemnified party under Article 9 except Indemnity Claim Amount specified in such Notice of Claim within three (3) Business Days after the expiration of such 15-day period. If the Indemnified Party and the Escrow Agent receive a Dispute Notice that relates to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense a Notice of Claim within fifteen (at its own expense15) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first after receipt of such noticeNotice of Claim, the Escrow Agent (A) will, in respect of such Notice of Claim, disburse to Purchaser, on behalf of the Indemnified Parties, from the Escrow Consideration Shares a number of Consideration Shares with a value, based on the Average Share Price as of the date of disbursement, equal to the portion, if any, of the Indemnity Claim Amount specified in such Notice of Claim which is not objected to in such Dispute Notice within three Business Days after the receipt of such Dispute Notice, and (B) will not disburse to Purchaser from the party seeking indemnification shall cooperate fully with the indemnifying party Escrow Consideration Shares, any shares in defense respect of such matterportion of the Indemnity Claim Amount which is objected to in such Dispute Notice unless it has received either a joint notice of release signed by the Indemnifying Party and the Purchaser directing the Escrow Agent to deliver Escrow Consideration Shares with a value, at based on the indemnifying party’s expense. The party seeking indemnification shall have Average Share Price as of the right date of delivery of such Escrow Consideration Shares, equal to participate in all or any portion of such funds, which joint notice the defense thereof and parties agree to employ counseldeliver to the Escrow Agent promptly following resolution of such Notice of Claim, at its own expenseor a final order by a court of competent jurisdiction or an arbitral award, separate which order or award is not subject to appeal (a "PURCHASER FINAL Order"), directing the Escrow Agent to disburse to Purchaser, on behalf of all the Indemnified Parties, from the counsel employed by Escrow Consideration Shares, shares with a value, based on the indemnifying party. The indemnifying party shall not, without the prior written consent Average Share Price as of the indemnified partydate of delivery of such Escrow Consideration Shares, agree equal to an amount set forth in such Purchaser Final Order. 9.4.4. In the event that under the terms of the Escrow Agreement any Escrow Consideration Shares are due to be released from escrow while any dispute under Section 9.4.4 is pending, the number of Escrow Consideration Shares to be released from escrow shall be reduced by a number of Escrow Consideration Shares with a value, based on the Average Share Price as of the date of release, equal to all Indemnity Claim Amounts pending at such time that are either subject to dispute or due to be disbursed to the settlementPurchaser. 9.4.5. If it has been determined that any Indemnified Party is due Escrow Consideration Shares pursuant to Sections 9.2 and 9.4 hereof, compromise the Indemnifying Party may elect to pay the value of the applicable Indemnity Claim Amount (or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional portion thereof) in immediately available funds (in U.S. dollars) by wire transfer no later than the date on which release of the party seeking indemnification from all liability Escrow Consideration Shares for such Indemnity Claim Amount (or portion thereof) is required. The Indemnifying Party shall provide Purchaser and the Escrow Agent notice of its election to pay cash no later than five (5) days prior to the date on claims that are the subject matter which release of such proceeding and such settlement, compromise or discharge Escrow Consideration Shares is exclusively on financial terms which will be paid by the indemnifying partydue. If the indemnifying party Indemnifying Party breaches its obligation and does not assume control of the defense make cash payment of such claims as provided amount on the date so scheduled, Escrow Consideration Shares for the applicable Indemnity Claim Amount (or portion thereof) shall be released to Purchaser on the next day in accordance with the provisions of Section 9. 9.4.6. Prolink Amount Shares will be held in escrow only for the purposes described in this Section 10.39.4.6 and shall not serve for indemnification for any other matter under Section 9. 2.1. At such time that USDATA or USDATA Sub pays any portion of the Prolink Amount in accordance with and at such time required by the Prolink Agreement, Prolink Amount Shares in an amount equal to the amount so paid divided by the Average Share Price as of the date of payment shall be released from escrow to USDATA. In the event that any Prolink Amount due to be paid to Prolink is not paid by USDATA or USDATA Sub to Prolink as required under the Prolink Agreement, Prolink Amount Shares in an amount equal to the amount so defaulted, based on the Average Share Price as of the date of default will be disbursed to Purchaser. Notwithstanding anything to the contrary, the indemnified party Prolink Amount Shares shall have the right not be released to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore USDATA or Purchaser other than in accordance with this Section 10.39.4.6 and Section 9.4.7. In the event that the Prolink Amount Shares are not sufficient to indemnify Purchaser for any default in payment of the Prolink Amount then any excess damages shall be deemed to be an Excluded Liability. Notwithstanding anything to the contrary set forth herein, when the Prolink Amount has been paid in full by USDATA or any Affiliate of USDATA and written evidence of such payment has been provide to the Escrow Agent and the Purchaser, all Prolink Amount Shares remaining in escrow shall be released to USDATA. 9.4.7. At any time as USDATA or USDATA Sub pays a portion of the Prolink Amount in accordance with and at such time required by the Prolink Agreement, it shall provide the Escrow Agent and the Purchaser with written notice with respect thereto which notice shall be deemed a Notice of Claim under Section 9.4.1. Purchaser may, within 15 days after receipt of any such notice, dispute such notice and give to USDATA and the Escrow Agent a written notice with respect thereto which notice shall be deemed a Dispute Notice under Section 9.4.2. In addition, Purchaser may also provide the Seller and the Escrow Agent a written notice at any time requesting that Prolink Amount Shares be disbursed to the Purchaser in accordance with Section 9.4.6 above, if Purchaser determines in good faith that USDATA or USDATA Sub is in default under the Prolink Agreement, which notice shall be deemed a Notice of Claim under Section 9.4.1. and USDATA may, within 15 days after receipt of any such notice, dispute such notice and give to the Purchaser and the Escrow Agent a written notice with respect thereto which notice shall be deemed a Dispute Notice under Section 9.4.

Procedures for Indemnification. With respect (a) If a claim by a third party is threatened or made against an indemnified party, and the indemnified party intends to, or determines that it may have the right to any third-party claimsseek indemnity against such claim pursuant to this Article IX, either the indemnified party shall give notify the other indemnifying party prompt notice of any third-party such claim within thirty (30) days of becoming aware of such claim. The ; provided, however, that the failure to give provide such notice shall not relieve release the indemnifying party from any liability that it may have to the indemnified party of its obligations under this Article 9 IX except to the extent that the indemnifying party’s ability to defend such suit or claim party is materially prejudiced by such failure. Such notice shall include full particulars concerning such claim and shall refer to the failure terms of this Agreement in respect of which such right of indemnification is claimed or may arise. (b) If, within ten (10) Business Days of the receipt of such notice from the indemnified party, the indemnifying party acknowledges in writing its obligation to give indemnify the indemnified party hereunder against and with respect to such notice. The claim, the indemnifying party shall have the right be entitled to assume undertake, conduct and control the defense (at its own expense) of any such claim claim, through counsel of its own choosing choosing, and at the indemnifying party’s expense. In such event: (i) the indemnifying party shall permit the indemnified party to participate in such defense through counsel chosen by so notifying the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party seeking indemnification within thirty (30) calendar days unless the indemnifying party and the indemnified party are both defendants to an action and the counsel selected by the indemnifying party has a conflict of interest because of the first receipt availability of such notice, different defenses to the indemnified party and the indemnifying party, in which case the reasonable fees and expenses of one separate counsel shall also be paid by the indemnifying party; and (ii) the indemnified party seeking indemnification shall cooperate fully and shall cause its Representatives to cooperate fully with the indemnifying party in defense of connection with such matter, at the indemnifying party’s expense. The party seeking indemnification 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 partydefense. The indemnifying party pxxxx shall not, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed: (i) pay, settle or compromise any such claim or consent to the entry of any judgment which does not include as an unconditional and irrevocable term thereof the delivery by the claimant or plaintiff to the indemnified party of a written release from all liability in respect of such claim; or (ii) pay, settle or compromise any such claim in any manner that may adversely affect the indemnified party; provided that, the indemnifying party may pay, settle or compromise a claim if the sole remedy sought is the payment of money and the indemnifying party agree to make such payment. Similarly, so long as the settlementindemnifying party is reasonably contesting any such claim in good faith, the indemnified party shall not pay, settle or compromise any such claim or discharge consent to the entry of any judgment without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. (c) If the indemnifying party does not deliver the acknowledgment described in clause (b) above within the required ten (10) Business Day period, or if the indemnifying party delivers such acknowledgment within such period but fails to undertake such defense promptly or to maintain the defense of such claim, the indemnified party shall have the right to contest, pay, settle or compromise such claim in the exercise of its reasonable judgment at the expense of the indemnifying party. (d) Any indemnifiable claim that is not a third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will claim shall be paid asserted by written notice to the indemnifying party. If the indemnifying party does not assume control of respond to such notice within thirty (30) days, it shall have no further right to contest the defense validity of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3claim.

Procedures for Indemnification. With respect (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to any third-party claimsthe Acquiror or the Indemnitor Representative, either party as appropriate, requesting indemnification 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 give have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 11.3 shall be observed by the Indemnitee and the Acquiror or the Indemnitor Representative, as appropriate. (c) If the Indemnification Claim involves a matter other party prompt than a Third Party Claim, the Acquiror or the Indemnitor Representative, as appropriate, shall have 30 days after actual receipt by him or it of the written notice described in Section 11.2(a) to object to such Indemnification Claim by delivery of a written notice of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have objection to the indemnified party under Article 9 except Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced Indemnification Claim by the failure to give such notice. The indemnifying party shall have Acquiror, or the right to assume the defense (at its own expense) Indemnitor Representative on behalf of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such noticeall Shareholder Indemnitors, as appropriate, and the party seeking indemnification Indemnification Claim shall cooperate fully be paid in accordance with the indemnifying party in defense of such matter, at the indemnifying party’s expensesubsection (d) hereof. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed If an objection is timely interposed by the indemnifying party. The indemnifying party shall notAcquiror or the Indemnitor Representative, without as appropriate, and the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge dispute is exclusively on financial terms which will be paid not resolved by the indemnifying party. If Indemnitee and the indemnifying party does not assume control of Acquiror or the defense of Indemnitor Representative, as appropriate, within 15 days after the date the Indemnitee receives such claims objection, such dispute shall be resolved by arbitration as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense 11.12. (d) Upon determination of the indemnifying partyamount of an Indemnification Claim, whether by agreement between the Acquiror or the Indemnitor Representative, as appropriate, and the indemnifying party Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall promptly reimburse pay the indemnified party therefore amount of such Indemnification Claim within thirty days after the date such amount is determined. Subject to the terms of the Escrow Agreement, such payment shall be made by delivering to the Indemnitee certificates, duly endorsed for transfer, representing that number of shares of Acquiror Common Stock having a value (based on the Closing Price), rounded to the nearest share, equal to the amount due such Indemnitee hereunder, in accordance with this Section 10.3each case subject to Sections 11.6 and 11.7.

Procedures for Indemnification. With respect (a) An Indemnification Claim shall be made by an Indemnified Party by delivery of a written notice to any third-party claimsthe Indemnifying Party requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and such other information as such Indemnified Party shall have concerning such claim. If one of the parties to this Agreement makes an Indemnification Claim, either party then the Indemnified Party shall give provide such written notice to the other party prompt notice Indemnifying Party as soon as practical after such Indemnified Party becomes aware of any third-party claim. fact, condition, or event which may give rise to Losses for which indemnification may be sought under this Section 10. (b) The failure to give such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party Indemnifying Party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days to object to such Indemnification Claim by delivery of a written notice of such objection to the Indemnified Party specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnifying Party and the Indemnification Claim shall be paid in accordance with subsection (c) hereof. If an objection is timely interposed by the Indemnifying Party and the dispute is not resolved by the Indemnified Party and the Indemnifying Party within fifteen (15) days from the date the Indemnified Party receives such objection, then either party may refer such dispute to a single arbiter agreed upon by the parties, or if no single arbiter can be agreed upon, then an arbiter or arbiters shall be selected in accordance with the rules of the American Arbitration Association and such dispute shall be settled by binding arbitration in accordance with the then prevailing commercial rules of the American Arbitration Association, and judgment upon the award rendered by the arbiter may be entered in any court having jurisdiction thereof. (c) Upon determination of the amount of an Indemnification Claim, whether by agreement between Indemnifying Party and Indemnified Party or settled by binding arbitration, the Indemnifying Party shall pay the amount of Indemnification Claim within (10) days of the first receipt date such amount is determined. (d) Subject to Seller's Limitation of Liability set forth in Section 10.7, if the Indemnifying Party is Seller, then the payment of any such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense Indemnification Claim may be made to Purchaser by right of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent set-off against any of the indemnified partyEarn-Out Payments owed by Purchaser to Seller, agree as described above in Section 2.2, pursuant to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided procedures set forth in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.310.5(b).

Procedures for Indemnification. With respect (a) An Indemnification Claim shall be made by the Indemnitee by delivery of a written notice to any third-party claimsthe Indemnitor Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, either party in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as the Indemnitee shall give have concerning such Third Party Claim. No Indemnification Claim or series of related claims shall be made for an amount less than $10,000. (b) If the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 9.3 hereof shall be ----------- observed by the Indemnitee and the Indemnitor Representative. (c) If the Indemnification Claim involves a matter other party prompt than a Third Party Claim, the Indemnitor Representative shall have sixty (60) days to investigate such claim and, if applicable, to object to such Indemnification Claim by delivery of a written notice of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have objection to the indemnified party under Article 9 except Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced Indemnification Claim by the failure Indemnitor Representative, and the Indemnification Claim shall be paid in accordance with Section 9.2(d) hereof. If an objection is timely interposed by the -------------- Indemnitor Representative, the Indemnitee and the Indemnitor Representative shall use their reasonable commercial efforts to give resolve such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification dispute within thirty (30) calendar days from the date the Indemnitee receives such objection. (d) Upon determination of the amount of an Indemnification Claim whether by agreement between the Indemnitor Representative and the Indemnitee or by settlement or final adjudication, the amount of such Indemnification Claim shall be paid within ten (10) days of the first receipt date such amount is determined. If the Indemnitor responsible for payment of such noticeIndemnification Claim is Purchaser, and such payment shall be made by wire transfer to Seller. If the party seeking indemnification shall cooperate fully with the indemnifying party in defense Indemnitor responsible for payment of such matterindemnification is Seller, such payment shall be made by wire transfer to Purchaser. (e) If the Indemnification Claim involves a clean-up or remediation of Owned Real Property or the Leased Real Property pursuant to applicable requirements of Law, the Purchaser shall have sole control and management authority over the resolution of any such claim (including hiring, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counsel, at its own reasonable expense, separate from legal counsel and environmental consultants, conducting environmental investigations and cleanups), provided; however, that Purchaser shall reasonably consult with Indemnitor Representative concerning the counsel employed status of such claim. Notwithstanding anything herein to the contrary, no settlement of any such claim or action shall be made by the indemnifying party. The indemnifying party shall not, Purchaser without the prior written consent by or on behalf of the indemnified partyIndemnitor Representative, agree to the settlement, compromise which consent shall not be unreasonably withheld or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3delayed.

Procedures for Indemnification. With respect to any third-Promptly after receipt by an indemnified party claims, either party shall give the other party prompt under sections 8.1 or 8.2 of notice of the commencement of any third-action for which indemnification may be available under section 8.1 or 8.2 such indemnified party claim. The 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 give such notice notify the indemnifying party shall not relieve the indemnifying party from it of any liability that it may have to the any indemnified party under Article 9 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 subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel, if the indemnified party and the indemnifying party are both parties to the action and the indemnified party has been advised by counsel that there may be one or more defenses available to it and not available to the indemnifying party’s ability to defend . If an indemnifying party assumes the defense of such suit an action, (a) no compromise or claim is materially prejudiced settlement thereof may be effected by the failure indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission of any violation of law or any violation of the 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 (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). If notice is given to an indemnifying part of the commencement of any action and it does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense thereof, the indemnifying party shall be bound by any determination made in such noticeaction or any compromise or settlement thereof effected by the indemnified party. The Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that an action may materially and adversely affect it or its affiliates other than as a result of monetary damages, such indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in the defense thereof such action and to employ counsel, at its own expense, separate from the counsel employed not be bound by the indemnifying party. The indemnifying party shall not, without the prior written consent any determination of the indemnified party, agree to the settlement, an action so defended or any compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms settlement thereof effected without its consent (which will shall not be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3unreasonably withheld).

Procedures for Indemnification. With respect 14.6.1 Each Indemnified Party shall promptly give notice hereunder to any third-party claims, either party shall give the other party prompt notice indemnifying Party after becoming aware of any third-party claim. The failure claim as to give such notice shall not relieve which recovery may be sought against the indemnifying party Party because of the indemnity in this Article XIV, and, if such indemnity shall arise from any liability that it may have to the indemnified party under Article 9 except to the extent that claim of a third party, shall permit the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right Party to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of and any litigation or other proceeding resulting from such noticeclaim; PROVIDED, and the party seeking indemnification shall cooperate fully with the indemnifying party that any Indemnified Party may, in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counselany event, at its own expense, separate from monitor and participate in, but not control, the counsel employed defense of any such claim or litigation. Notwithstanding the foregoing, the right to indemnification EXECUTION COPY hereunder shall not be affected by any failure of an Indemnified Party to give such notice (or by delay by an Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. The notice required hereunder shall specify the basis for the claim for indemnification to the extent ascertainable at the time of the notice. Failure by the indemnifying partyParty to notify an Indemnified Party of its election to defend any such claim or action by a third party within thirty (30) days after notice thereof shall have been given to the indemnifying Party shall be deemed a waiver by the indemnifying Party of its right to defend such claim or action. Nothing herein shall be deemed to prevent an Indemnified Party from making a contingent claim for indemnification hereunder, provided the Indemnified Party has reasonable grounds to believe that the claim or demand for indemnification will be made and sets forth the estimated amount of such claim to the extent then ascertainable. 14.6.2 The indemnifying party Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement, except with the prior written consent, which consent shall not be unreasonably withheld, of the indemnified Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim or litigation. 14.6.3 If the indemnifying Party shall not assume the defense of any such claim by a third party, agree or litigation resulting therefrom, after receipt of notice from the Indemnified Party, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate. 14.6.4 If the indemnifying Party shall not, within thirty (30) days after its receipt of the notice required by Section 14.7.1 hereof, advise the Indemnified Party that the indemnifying Party denies the right of the Indemnified Party to indemnity in respect of the settlementclaim, compromise or discharge then the amount of such third-party claim shall be deemed to be finally determined between the Parties hereto. If the indemnifying Party shall notify the Indemnified Party that it disputes any claim made by the Indemnified Party, then the Parties hereto shall endeavor to settle and compromise such claim, unless and if unable to agree on any settlement or compromise, such claim for indemnification shall be settled by appropriate litigation, and any liability established by reason of such settlement, compromise or discharge includes an unconditional release of litigation shall be deemed to be finally determined. Any claim that is finally determined in the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will manner set forth above shall be paid promptly by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided Party in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3cash.

Procedures for Indemnification. With Promptly after receipt by a party entitled to indemnification hereunder (the "Indemnitee") of written notice of the assertion or the commencement of any Proceeding by a third-party with respect to any third-party claimsmatter referred to in Sections 10.2, either party the Indemnitee shall give written notice thereof to the other party prompt obligated to indemnify Indemnitee (the "Indemnitor"), which notice shall include a description of any third-party claim. The 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 such the Indemnitor notice as provided herein shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 Indemnitor of its obligations hereunder except to the extent that the indemnifying party’s ability Indemnitor is prejudiced thereby. A claim for indemnification for any matter not involving a third-party Proceeding may be asserted by notice to defend such suit or claim the party from whom indemnification is materially prejudiced by the failure to give sought and shall be paid promptly after such notice. The indemnifying party Any Indemnitor shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right 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 limitations set forth below) shall be entitled to assume the defense thereof by appointing a nationally recognized and reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided that: (a) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel, at counsel of its own expense, choice for such purpose; provided that the fees and expenses of such separate from the counsel employed shall be borne by the indemnifying party. The indemnifying party 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 notbe borne by the Indemnitor, without 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 reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee); and (b) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the indemnified party, agree to the settlement, compromise Indemnitee before entering into any settlement of a claim or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right ceasing to defend such claim in if, pursuant to or as a result of such manner as it may deem appropriate at settlement or cessation, injunctive or other equitable relief will be imposed against the cost Indemnitee or if such settlement does not expressly and expense of unconditionally release the indemnifying partyIndemnitee from all liabilities and obligations with respect to such claim, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3without prejudice.

Procedures for Indemnification. With respect to (a) If any third-party claimsof the Parent Indemnified Parties seek indemnification under this Article VIII, either party Parent shall give notice ("Claim Notice") to the other party prompt notice Shareholder Representative of the basis of the claim (the "Claim") (i) within a reasonable time after discovery of the facts and (ii) in any third-party claim. The event, within the time periods set forth in Section 8.1, provided that the failure to give such notice shall not relieve the indemnifying party from Company Shareholders of any liability that it may have to the indemnified party under Article 9 hereunder except to the extent that the indemnifying party’s ability to defend such suit or claim is Company Shareholders are materially adversely prejudiced by such failure. The Shareholder Representative shall give notice to Parent within fifteen (15) business days after receipt of the notice requested by this Section 8.3 advising whether he (i) acknowledges the Company Shareholders' obligation to indemnify the Parent Indemnified Parties or (ii) disputes the obligation to indemnify the Parent Indemnified Parties. If the Shareholder Representative acknowledges the Company Shareholders' indemnification obligation with respect to the Claim, and such Claim is based upon an asserted liability or obligation to a person or entity that is not a party to this Agreement (a "Third Party Claim"), Parent shall control and conduct the defense of any such Third Party Claim, including settlement. The Shareholder Representative shall be entitled (on behalf of the Company Shareholders), at its expense, to participate in, but not to determine or conduct the defense of any such Claim. Notwithstanding anything to the contrary set forth herein, except with the consent of the Shareholder Representative (which consent shall not be unreasonably withheld or delayed), no settlement of any such Third-Party Claim shall alone be determinative of the amount of Damages for which the Parent Indemnified Parties are entitled to indemnification with respect to such Claim. If such Claim is not a Third Party Claim, Parent shall be entitled to immediate satisfaction of such Claim. If the Shareholder Representative does not notify Parent within fifteen (15) business days following receipt of notice of a Claim that is not a Third Party Claim that the Company Shareholders disputes such Claim, such Claim shall be deemed a liability of the Company Shareholders and the Company Shareholders shall pay the amount of the Claim on demand by Parent, or in the case of any notice in which the amount of the Claim is estimated, on such later date when the amount of the Claim is finally determined. If the Shareholder Representative disputes the Claim in a timely manner as set forth herein, the Shareholder Representative and Parent shall proceed in good faith to negotiate a resolution of the dispute, or, if necessary, to final judgment or order of a court of competent jurisdiction determining the amount of the Damages or by any other means elected by Parent. (b) If the Company Shareholders seek indemnification under this Article VIII, it shall give a Claim Notice to Parent of the basis of the Claim (i) within a reasonable time after discovery of the facts and (ii) in any event, within the time periods set forth in Section 8.1, provided that the failure to give such notice. The indemnifying party notice shall have the right to assume the defense (at its own expense) not relieve Parent of any liability hereunder except to the extent that Parent is materially adversely prejudiced by such claim through counsel of its own choosing by so notifying failure. Parent shall give notice to the party seeking indemnification Shareholder Representative within thirty fifteen (3015) calendar business days after receipt of the first receipt notice requested by this Section 8.3 advising whether it (i) acknowledges Parent's obligation to indemnify the Company Shareholders or (ii) disputes the obligation to indemnify the Company's Shareholders. If Parent acknowledges Parent's indemnification obligation with respect to the Claim, such Claim shall be deemed a liability of Parent and Parent shall pay the amount of the Claim on demand by the Shareholder Representative, or in the case of any notice in which the amount of the Claim is estimated, on such noticelater date when the amount of the Claim is finally determined. If Parent disputes the Claim in a timely manner as set forth herein, Parent and the party seeking indemnification Shareholder Representative shall cooperate fully with the indemnifying party proceed in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right good faith 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 not, without the prior written consent negotiate a resolution of the indemnified partydispute, agree or, if necessary, to final judgment or order of a court of competent jurisdiction determining the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release amount of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise Damages or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3any other means elected by Parent.

Procedures for Indemnification. With respect to any third-party claims, either party shall give the other party prompt Promptly after service of notice of any third-claim or of process by any third person in any matter in respect of which indemnity may be sought from a party claim. The failure pursuant to give such notice shall not relieve this Agreement, the party so served will notify the indemnifying party from any liability that it may have to of the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such noticereceipt thereof. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall will have the right to participate in the defense thereof and to employ counselin, or assume, at its own expense, separate the defense of any such claim or process (with counsel reasonably acceptable to the indemnified party) or settlement thereof. After notice from the counsel employed indemnifying party of its election so to assume the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expense incurred by the indemnifying partyindemnified party in connection with such defense. Such defense will be conducted expeditiously (but with due regard for obtaining the most favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the indemnified party will be advised promptly of all material developments. The indemnifying party shall not, will not settle any such claim without the prior written consent of the indemnified party, agree which consent shall not be unreasonably withheld or delayed. With respect to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are any matter which is the subject matter of any such proceeding claim and as to which the indemnified party fails to give the other party such notice as aforesaid, and such settlement, compromise or discharge is exclusively on financial terms which will be paid by failure adversely affects the indemnifying party. If ability of the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in or materially increases the amount of indemnification which the indemnifying party is obligated to pay hereunder, the amount of indemnification which the indemnified party will be entitled to receive will be reduced to an amount which the indemnified party would have been entitled to receive had such manner notice been timely given. No settlement of any such claim as it may deem appropriate at to which the cost and expense indemnifying party has not elected to assume the defense thereof will be made without the prior written consent of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. With respect Promptly after receipt by an indemnified party pursuant to any third-party claims, either party shall give the other party prompt provisions of this Section 10 of notice of the commencement of any third-action, claim or proceeding involving the subject matter of the foregoing indemnity provisions, such indemnified party claim. The failure shall, if a claim thereof is to give be made against an indemnifying party pursuant to the provisions of this Section 10, promptly notify such notice indemnifying party of the commencement thereof; but the omission to so notify such indemnifying party shall not relieve the indemnifying party it from any liability that which it may have to the indemnified party under Article 9 except to the extent that otherwise than hereunder. In case such action, claim or proceeding is brought against an indemnified party and it notifies the indemnifying party’s ability to defend such suit or claim is materially prejudiced by party of the failure to give such notice. 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 (at its own expense) of or conduct thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such claim through counsel of its own choosing by so notifying action include both the indemnified party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at 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’s expense. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the or if there is a conflict of interest which would prevent counsel employed by for the indemnifying party. The indemnifying party shall not, without the prior written consent of from also representing the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend select separate counsel to participate in the defense of such claim action on behalf of such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party for any legal or other expense subsequently incurred by such indemnified party in such manner as it may deem appropriate connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the proviso of the preceding sentence, (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the cost and expense of the indemnifying party. No indemnifying party, and in the indemnifying party shall promptly reimburse defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the release from all liability in respect to such claim or litigation. In the event the proceeding is a tax audit, the indemnified party therefore in accordance with this Section 10.3shall not take any action, including the extension of any applicable limitations period, without the express written consent of the indemnifying party, which consent shall not be unreasonably withheld.

Procedures for Indemnification. With Promptly after receipt by a party entitled to indemnification hereunder (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding by a third-party with respect to any third-party claimsmatter referred to in Sections 7.2 or 7.3, either party the Indemnitee shall give written notice thereof to the other party prompt obligated to indemnify Indemnitee (the “Indemnitor”), which notice shall include a description of any third-party claim. The 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 such the Indemnitor notice as provided herein shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 Indemnitor of its obligations hereunder except to the extent that the indemnifying party’s ability Indemnitor is prejudiced thereby. A claim for indemnification for any matter not involving a third-party Proceeding may be asserted by notice to defend such suit or claim the party from whom indemnification is materially prejudiced by the failure to give sought and shall be paid promptly after such notice. The indemnifying party Any Indemnitor shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right 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 limitations set forth below) shall be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided that: (a) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel, at counsel of its own expense, choice for such purpose; provided that the fees and expenses of such separate from the counsel employed shall be borne by the indemnifying party. The indemnifying party 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 notbe borne by the Indemnitor, without 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 reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee); (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 adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (iii) the claim seeks an injunction or equitable relief against the Indemnitee; (iv) the Indemnitee has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee; (v) upon 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 Indemnitee reasonably believes that the Buyer Damages or the Seller Damages, as the case may be, relating to the claim could exceed the maximum amount that such Indemnitee could then be entitled to recover under the applicable provisions of Section 7; and (c) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the indemnified party, agree to the settlement, compromise Indemnitee before entering into any settlement of a claim or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right ceasing to defend such claim in if, pursuant to or as a result of such manner as it may deem appropriate at settlement or cessation, injunctive or other equitable relief will be imposed against the cost Indemnitee or if such settlement does not expressly and expense of unconditionally release the indemnifying partyIndemnitee from all liabilities and obligations with respect to such claim, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3without prejudice.

Procedures for Indemnification. With respect (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to any third-party claimsthe Indemnitor Representative (as defined in Section 9.10 below) requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, either party in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall give have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 9.3 shall be observed by the Indemnitee and the Indemnitor Representative. (c) If the Indemnification Claim involves a matter other party prompt than a Third Party Claim, the Indemnitor Representative shall have 30 days to object to such Indemnification Claim by delivery of a written notice of any third-party claimsuch objection to such Indemnitee specifying in reasonable detail the basis for such objection. The failure Failure to give such notice timely so object shall not relieve constitute a final and binding acceptance of the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced Indemnification Claim by the failure to give Indemnitor Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall pay the amount of such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification Indemnification Claim within thirty (30) calendar ten days of the first receipt date such amount is determined. In the event that the Shareholders are the Indemnitors that are required to pay an Indemnification Claim, if the Shareholders beneficially own shares of ICCE Common Stock as of such noticedate, and the party seeking indemnification shall cooperate fully with Shareholders shall, if so required by ICCE, pay the indemnifying party in defense amount of such matter, at Indemnification Claim by surrender to ICCE of such number of shares of ICCE Common Stock as shall equal the indemnifying party’s expense. The party seeking indemnification shall have quotient obtained by dividing the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed amount of such Indemnification Claim by the indemnifying party. The indemnifying party shall not, without the prior written consent amount set forth in Section 9.2 of the indemnified partyICCE Disclosure Memorandum; provided, agree that if the Shareholders do not beneficially own a sufficient number of shares of ICCE Common Stock to pay in full the settlement, compromise or discharge amount of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter Indemnification Claim by surrender of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims shares as provided in the preceding clause of this Section 10.3sentence, the indemnified party Shareholders shall have the right surrender to defend ICCE such claim in number of shares of ICCE Common Stock as such manner as it may deem appropriate at the cost Shareholders beneficially own and expense shall pay any remaining balance of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore Indemnification Amount in accordance with this Section 10.3cash.

Procedures for Indemnification. With respect Promptly after receipt by an indemnified party pursuant to any third-party claimsthe provisions of Sections (b) or (c) of this Section 15 of notice of a Claim, either such indemnified party shall give promptly notify such indemnifying party of the other commencement thereof; but the omission to so notify such indemnifying party prompt notice of any third-party claim. The failure to give such notice shall will not relieve the indemnifying party it from any liability that which it may have to the indemnified party under Article 9 except to otherwise than hereunder unless the extent that the indemnifying party’s ability to defend such suit or claim indemnified party is materially prejudiced by thereby. In case such action is brought against an indemnified party and it notifies the failure to give such notice. 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 (at its own expense) of thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such claim through counsel of its own choosing by so notifying action include both the indemnified party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at 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’s expense. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the or if there is a conflict of interest which would prevent counsel employed by for the indemnifying party. The indemnifying party shall not, without the prior written consent of from also representing the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend select separate counsel to participate in the defense of such claim action on behalf of such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party pursuant to the provisions of such Sections 15(b) or (c) for any legal or other expense subsequently incurred by such indemnified party in such manner as it may deem appropriate connection with the defense thereof other than reasonable costs of investigation, unless (1) the indemnified party shall have promptly employed counsel in accordance with the proviso of the preceding sentence, (2) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, or (3) the indemnifying party has authorized the employment of counsel for the indemnified party at the cost and expense of the indemnifying party. No indemnifying party, and in the indemnifying party shall promptly reimburse defense of any such claim or litigation, shall, except with the consent of each indemnified party therefore (such consent not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the release from all liability in accordance with this Section 10.3respect to such claim or litigation.

Procedures for Indemnification. With (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Indemnitor 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. (b) If the Indemnification Claim involves a Third Party Claim, the procedures set forth in Paragraph 9.4 hereof shall be observed by the Indemnitee and the Indemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitor shall have ninety (90) 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. If the Indemnification Claim is an Environmental Claim, Indemnitor and Indemnitee shall immediately commence and shall attempt to complete within the ninety (90) day period such investigations as are necessary to determine whether the pollutants triggering a clean up existed at the time of Closing. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor, and the Indemnification Claim shall be paid in accordance with subparagraph (d) hereof. If an objection is timely interposed by the Indemnitor, then the parties shall negotiate in good faith for a period of not less than sixty (60) days from the date the Indemnitee receives such objection prior to commencing any formal legal action, suit or proceeding with respect to such Indemnification Claim. (d) If Indemnitee requests a sum of money then upon determination of the amount due the Indemnitee for an Indemnification Claim, whether by agreement between the Indemnitor and the Indemnitee or by an arbitration award or by any other final adjudication ("Determined Amount of Indemnification"), the Indemnitor shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined. (e) If the Indemnitor assumes the defense of an Environmental Claim: (i) no compromise or settlement thereof may be effected by the Indemnitor without the Indemnitee's consent, which consent shall not be unreasonably withheld. In the event that Indemnitee objects to Indemnitor's acceptance of a compromise or settlement proposed in resolution of an Environmental Claim Indemnitor shall tender to Indemnitee funds equal to the amount of the proposed settlement or equal to the sum required to conduct any necessary remediation, and Indemnitee shall thereafter assume any further expenses incurred in the continuation of such litigation or remediation, provided, however, that Indemnitor shall in no event accept or request that Indemnitee accept a compromise or settlement containing terms obligating Indemnitee to undertake any actions which Indemnitee is not legally required to undertake, or which would require Indemnitee to materially impair its ongoing operations; (ii) the Indemnitee shall have no liability with respect to any third-party claimscompromise or settlement thereof effected without its consent; and (iii)in the event that Purchaser seeks indemnification from OTC, either party Purchaser shall give allow OTC, as Indemnitor, such access as is reasonably necessary to conduct such remediation of the other party prompt property as is required for the resolution of any Environmental Claim for which OTC is liable. Consent shall be presumed in the case of settlements of $10,000 or less where the Indemnitor has not responded within five (5) business days of notice of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense a proposed settlement. (at its own expensef) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days OTC will perform a study of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, Environmental Conditions at the indemnifying party’s expenseCochranville Facility within six (6) months after the Closing Date ("Study"). The party seeking indemnification 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 not, without the prior written consent Such Study will establish contaminants levels as of the indemnified party, agree Closing Date for any specific pollutant measured. Purchaser agrees to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding provide access during normal business hours to enable OTC and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right its agents to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3perform said study.

Procedures for Indemnification. With respect (a) If an indemnified party asserts that it is entitled to indemnification under this ARTICLE XI or in the event that any third-suit, action, investigation, proceeding, complaint or litigation is commenced by a third party claimsinvolving a claim for which an indemnifying party may be liable to an indemnified party hereunder (an “Asserted Liability”), either the indemnified party shall give promptly notify the other indemnifying party prompt notice in writing of such Asserted Liability (the “Claim Notice”); provided, however, that no delay on the part of an indemnified party in giving any third-party claim. The failure to give such notice Claim Notice shall not relieve the indemnifying party from of any liability that it may have to the indemnified party under Article 9 indemnification obligation hereunder except to the extent that the indemnifying party’s ability to defend such suit or claim party is materially prejudiced by the failure to give such noticedelay. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days (or less if the nature of the first Asserted Liability so requires) from receipt of such notice, and the Claim Notice (the “Notice Period”) to notify the indemnified party seeking indemnification shall cooperate fully with whether or not the indemnifying party in defense of such matterdesires, at the indemnifying party’s expense. The party seeking indemnification sole cost and expense and by counsel of its choosing, which shall have the right be reasonably satisfactory 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 not, without the prior written consent of the indemnified party, agree to the settlementdefend against such Asserted Liability; provided that if, compromise or discharge under applicable standards of professional conduct a conflict on any significant issue between any indemnifying party and any indemnified party exists in respect of such third-party claimAsserted Liability, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and then the indemnifying party shall promptly reimburse the indemnified party therefore for the reasonable fees and expenses of counsel to be retained in accordance order to resolve such conflict upon presentation by the indemnified party of invoices or other documentation evidencing such amounts to be reimbursed. If the indemnifying party undertakes to defend against such Asserted Liability, (i) the indemnifying party shall use its commercially reasonable efforts to defend and protect the interests of the indemnified party with respect to such Asserted Liability, (ii) the indemnified party, prior to the period in which the indemnifying party assumes the defense of such matter, may take such reasonable actions as the indemnified party deems necessary to preserve any and all rights with respect to such matter without such actions being construed as a waiver of the indemnified party’s rights to defense and indemnification pursuant to this Section 10.3Agreement and (iii) without the consent of the indemnified party (such consent not to be unreasonably withheld), the indemnifying party shall not agree to any compromise or settlement which (A) does not contain a release of the indemnified party with respect to the subject matter of the compromise or settlement that is the same in all material respects as the release given to the indemnifying party, (B) requires the payment of monetary damages by the indemnified party, or (C) imposes any non-monetary liabilities or obligations on the indemnified party that affects in any material respect the operation of the business of the indemnified party. If the indemnifying party undertakes to defend against such Asserted Liability, the indemnified party shall, and shall cause its Affiliates to, cooperate with the indemnifying party and its counsel in the investigation, defense and settlement thereof. If the indemnified party desires to participate in any such defense it may do so at its sole cost and expense, except in circumstances in which counsel is retained to resolve a conflict under applicable rules of professional conduct in which case the indemnifying party shall be responsible for payment of the fees and expenses of counsel to the indemnified party. If the indemnifying party does not undertake to defend against an Asserted Liability within the Notice Period, then the indemnifying party shall have the right to participate in any such defense at its sole cost and expense, but, in such case, the indemnified party shall control the investigation and defense and may settle or take any other actions the indemnified party deems advisable and the indemnified party shall be entitled to recover the entire cost thereof including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of the Asserted Liability; 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, conditioned or delayed. The indemnified party and the indemnifying party agree to make available to each other, their counsel and other representatives, all information and documents available to them which relate to a claim or demand and to render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate defense of a claim or demand. (b) No later than thirty (30) days after a final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the 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 with respect to a claim hereunder, the indemnifying party shall pay the amounts, if any, due and owing by the indemnifying party to the indemnified party by wire transfer of immediately available funds to an account designated in writing by the indemnified party. (c) The parties hereto agree to treat any indemnity payments made hereunder as an adjustment to the Merger Consideration for federal, state, local and foreign income Tax purposes to the extent permitted by Law. (d) The parties hereto agree if an amount with respect to which any indemnity claim is made under this ARTICLE XI gives rise to a Tax Benefit to the party making the claim, the indemnity payment shall be reduced by the amount of the Tax Benefit realized by such party.

Procedures for Indemnification. With respect to any third-party claims, either party (a) An Indemnification Claim shall give be made by the other party prompt notice Indemnitee by delivery of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have a written declaration to the indemnified party under Article 9 except to Indemnitor requesting indemnification and specifying the extent that basis on which indemnification is sought and the indemnifying party’s ability to defend amount of asserted Damages and, in the case of a Third Party Claim, containing (by attachment or otherwise) such suit or claim is materially prejudiced other information as the Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 12.4 hereof shall be observed by the failure to give such notice. The indemnifying party Indemnitee and the Indemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Indemnitor shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days Business Days to object to such Indemnification Claim by delivery of a written notice of such objection to the Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the first receipt of such notice, Indemnification Claim by the Indemnitor and the party seeking indemnification Indemnification Claim shall cooperate fully with be paid within ten (10) Business Days. If an objection is timely interposed by the indemnifying party Indemnitor, then the Indemnitee and the Indemnitor shall negotiate in defense good faith for a period of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate sixty (60) Business Days from the counsel employed by date (such period is hereinafter referred to as the indemnifying party“Negotiation Period”) the Indemnitee receives such objection. The indemnifying party shall notAfter the Negotiation Period, without if the prior written consent Indemnitor and the Indemnitee still cannot agree on the amount of an Indemnification Claim, either the indemnified party, agree to Indemnitor or the settlement, compromise or discharge of Indemnitee may submit the dispute concerning such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims Indemnification Claim for resolution as provided in this Section 10.315.2 below; provided, however, nothing herein shall prevent the indemnified party shall have the right parties from seeking equitable or injunctive relief in a court of equity with respect to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3dispute.

Procedures for Indemnification. With respect The party which is entitled to any third-party claims, either party be indemnified under this Article 10 (individually or collectively the "Indemnified Party") shall promptly give the other party prompt notice of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) after obtaining actual knowledge of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with as to which recovery may be sought against the indemnifying party because of the indemnity in defense of this Article 10. If such matter, at the indemnifying party’s expense. The party seeking indemnification indemnity shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate arise from the counsel employed by the indemnifying party. The indemnifying party shall not, without the prior written consent claim of the indemnified a third party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of permit the indemnifying party, and the indemnifying party shall promptly reimburse shall, assume the indemnified party therefore defense of any such claim and any litigation resulting from such claim. Notwithstanding the foregoing in accordance with this Section 10.3, the right to indemnification hereunder shall not be affected by any failure of an Indemnified Party to give such notice or delay by the Indemnified Party in giving such notice unless, and then only to the extent that, the rights and remedies of the indemnifying party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. If the indemnifying party assumes the defense of any such claim, the Indemnified Party shall have no further right to indemnification hereunder with respect to claims consisting of its legal fees and expenses, so long as the indemnifying party is continuing to defend such claim in good faith. With respect to any claim by a third party, upon the written request of the indemnifying party, the Indemnified Party shall make available to the indemnifying party all relevant information in the possession of the Indemnified Party that may be material to such claim. The Indemnified Party shall, at the indemnifying party's cost and expense, provide the indemnifying party with such assistance as the indemnifying party may reasonably request in order to defend such claim. If the indemnifying party shall not undertake the defense of such claim, as provided herein, then the obligation of the Indemnified Party to furnish information, as aforesaid, shall cease. The indemnifying party shall not settle or compromise any claim for which the Indemnified Party is entitled to indemnification by the indemnifying party without the prior written consent of such Indemnified Party, which consent will not be unreasonably withheld, provided that the indemnifying party may settle any claim for which it is defending and indemnifying the Indemnified Party without the consent of the Indemnified Party if such claim may be settled or compromised solely by the payment of money by the indemnifying party without the Indemnified Party admitting any liability whatsoever and without the Indemnified Party being restricted in any way in the operation of its business due to such settlement or compromise, provided further, that the Indemnified Party receives a full, complete and unconditional release of the Indemnified Party from any such claim.

Procedures for Indemnification. With respect Promptly after receipt by an indemnified party pursuant to any third-party claims, either party shall give the other party prompt provisions of Section 11.1 or Section 11.2 of notice of the commencement of any third-action involving the subject matter of such indemnity provisions, such indemnified party claim. The failure shall, if a claim is to give be made against an indemnifying party pursuant to the provisions of Section 11.1 or Section 11.2, promptly notify such notice indemnifying party of the commencement of such action; but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that which it may have to the indemnified party. In case such action is brought against an indemnified party under Article 9 except to the extent that and it notifies the indemnifying party’s ability to defend party of the commencement of such suit or claim is materially prejudiced by action, the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counseland, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall not, without the prior written consent of the indemnified party, agree to the settlementextent that it may wish, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not to assume control of the defense of such claims as provided action, with counsel satisfactory to such indemnified party; provided, however, that if the defendants in this Section 10.3such 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 defend select separate counsel to participate in the defense of such claim in action on behalf of such manner as it may deem appropriate indemnified party, at the cost and expense of the indemnifying party. After notice from the indemnifying party to the indemnified party of the indemnifying party's election so to assume the defense of such action, and the indemnifying party shall promptly reimburse not be liable to the indemnified party therefore pursuant to the provisions of Sections 11.1 or 11.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense of such action other than reasonable costs of investigation, unless (a) the indemnified party shall have employed counsel in accordance with the proviso of the preceding sentence, (b) 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 shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term of such settlement the release of all indemnified parties from all liability in respect of such claim. Notwithstanding anything contained in this Section 10.3paragraph 11.3 to the contrary, the forgoing indemnity shall only apply upon the issuance of a final adverse judgement in a court of competent jurisdiction or settled with the Buyer's consent, such consent not to be unreasonably withheld.

Procedures for Indemnification. (a) The party claiming indemnification (the "Claimant") shall promptly give written notice of the claim to the party from whom indemnification is claimed (the "Indemnifying Party"), whether involving a claim between the parties or brought by a third party, specifying (i) in reasonable detail the factual basis for the claim, and (ii) the amount of the Indemnification Fund to be reserved against the claim (if Buyer is the Claimant). If the claim relates to an action, suit or proceeding filed by a third party against the Claimant, such notice shall be given by the Claimant within ten days after written notice of such action, suit, or proceeding was given to the Claimant. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representatives the information relied upon by the Claimant to substantiate the claim. If Buyer and Trustee agree at or prior to the expiration of the thirty-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, Trustee shall immediately disburse to Buyer such portion of the Indemnification Fund as shall be necessary to reimburse Buyer for such claim, if Buyer is the Claimant, or Buyer shall reimburse the Estate for such claim, if the Estate is the Claimant. If the Claimant and the Indemnifying Party do not agree within the thirty-day period (or any mutually agreed upon extension thereof), the Claimant may seek from the Court an appropriate remedy at law or inequity. (b) With respect to any thirdclaim by a third party as to which the Claimant is entitled to indemnification under this Agreement, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for actual out-party claims, either party shall give of-pocket expenses incurred by the other party prompt notice Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim. The failure to give such notice shall not relieve , the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification Claimant shall have the right to participate in the defense thereof and to employ counsel, of such claim at its own expense, separate from . If the counsel employed by Indemnifying Party does not elect to assume control or otherwise participate in the indemnifying party. The indemnifying party shall not, without the prior written consent defense of the indemnified party, agree to the settlement, compromise or discharge of such third-any third party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will it shall be paid bound by the indemnifying results obtained by the Claimant with respect to such claim. (c) If a claim, whether between the parties or by a third party. If , requires immediate action, the indemnifying party does not assume control of the defense of such claims parties will make every effort to reach a decision with respect thereto as expeditiously as possible. (d) The indemnifications rights provided in this Section 10.3shall extend to the shareholders, directors, officers, employees, and representatives of any Claimant, although for the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense purpose of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore procedures set forth in accordance with this Section 10.313.5, any indemnification claims by such parties shall be made by and through the Claimant.

Procedures for Indemnification. With (a) The Indemnitee shall give written notice (the “Indemnification Notice”) of any Damages or the commencement of any Proceeding by a third party with respect to any third-party claimsmatter referred to in Section 10.2 thereof to the Indemnitor and the Escrow Agent, either party which Indemnification Notice shall include a description of the Damages or Proceeding, the amount thereof (if known and quantifiable) and the basis for the Damages or Proceeding; provided, that failure of the Indemnitee to give the other party prompt notice of any third-party claim. The failure to give such notice Indemnification Notice as provided herein shall not relieve the indemnifying party from any liability that it may have Indemnitor of its obligations hereunder. (b) If the Indemnitor does not object to the indemnified party under Article 9 except Damages within twenty (20) Business Days of Indemnitee’s delivery of the Indemnification Notice to Indemnitor, after Indemnitee’s delivery of a written notice of cancellation (the “Cancellation Notice”) to the extent that Indemnitor and the indemnifying partyEscrow Agent, the Indemnitee shall be entitled to immediately offset the aggregate amount of Damages set forth in the Indemnification Notice against the Closing Escrow Shares (whether by means of the cancellation of any shares of Common Stock issuable to Indemnitor or otherwise). Indemnitor may object to the claim on the Indemnification Notice by delivery to Indemnitee (with a copy to the Escrow Agent) of such objection in writing within twenty (20) Business Days of Indemnitee’s ability delivery of the Indemnification Notice to defend such suit Indemnitor. In case Indemnitor shall so object in writing to any claim or claim is materially prejudiced claims by the failure to give such notice. The indemnifying party Indemnitee made in any Indemnification Notice, Indemnitee shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first after receipt of such notice, and objection to respond in a written statement that describes the party seeking indemnification shall cooperate fully with the indemnifying party in defense nature of such matterobjection and/or Indemnitor’s assessment of the amount of the Damages. If after such thirty (30) day period there remains a dispute as to any claims, at Indemnitee and Indemnitor shall attempt in good faith for thirty (30) days to agree upon the indemnifying party’s expenserights of the respective parties with respect to each of such claims. The party seeking indemnification If no agreement can be reached after good faith negotiation between the parties pursuant to this Section, then the parties shall have subject such dispute to the right dispute resolution procedures set forth in Section 11.13. (c) 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 limitations set forth below) shall be entitled to assume the defense thereof by appointing a nationally recognized and reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided that: (i) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel, at counsel of its own expense, choice for such purpose; provided that the fees and expenses of such separate from the counsel employed shall be borne by the indemnifying party. The indemnifying party 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 notbe borne by the Indemnitor, without 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 reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee); (ii) 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: (A) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (B) the Indemnitee reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (C) the claim seeks an injunction or equitable relief against the Indemnitee; (D) the Indemnitee has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee; (E) the claim involves environmental matters in which case the Indemnitee shall have sole control and management authority over the resolution of such claim (including hiring legal counsel and environmental consultants, conducting environmental investigations and cleanups, negotiating with governmental agencies and third parties and defending or settling claims and actions); provided that the Indemnitee shall keep the Indemnitor apprised of any major developments relating to any environmental claim; (F) upon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such claim; or (G) the Indemnitee reasonably believes that the Damages relating to the claim could exceed the maximum amount that such Indemnitee could then be entitled to recover under the applicable provisions of Article 10; and (iii) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the indemnified party, agree to the settlement, compromise Indemnitee before entering into any settlement of a claim or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right ceasing to defend such claim in if, pursuant to or as a result of such manner as it may deem appropriate at settlement or cessation, injunctive or other equitable relief will be imposed against the cost Indemnitee or if such settlement does not expressly and expense of unconditionally release the indemnifying partyIndemnitee from all Liabilities with respect to such claim, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3without prejudice.

Procedures for Indemnification. With respect to any third-Any party claims, either party seeking indemnification hereunder (an “Indemnitee”) shall give prompt written notice to the other party prompt notice against which indemnification is sought (the “Indemnitor”) of any third-party claims against the Indemnitee as to which a claim for indemnification is to be made hereunder, which notice shall specify the nature of such claim. The ; provided, however, that the failure to give provide such prompt written notice shall not relieve affect the indemnifying party from any liability that it may have to the indemnified party under Article 9 indemnification obligations hereunder, except to the extent that the indemnifying party’s ability to defend Indemnitor is harmed by such suit failure or claim is materially prejudiced by the failure to give such noticedelay. The indemnifying party Indemnitor shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counselparticipate, at its own expense, separate from in the defense of any such claim or its settlement, and the Indemnitee shall permit the Indemnitor to take over the investigation, defense and settlement of any such claim with counsel employed by reasonably satisfactory to the indemnifying partyIndemnitee, provided that the Indemnitor bears the fees and expenses of such counsel. The indemnifying party Notwithstanding the preceding sentence, (i) the Indemnitor shall not, not settle any action without the prior written consent of the indemnified party, agree Indemnitee unless the settlement has no monetary consequences to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release Indemnitee and the terms of the party seeking indemnification from all liability settlement have no material impact on claims the conduct of the Indemnitee’s or its affiliates’ conduct of their business, and (ii) if the Indemnitee reasonably believes that it has defenses which conflict with or are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms in addition to those which will may be paid asserted by the indemnifying party. If Indemnitor, the indemnifying party does not assume control Indemnitee may, at the expense of the defense Indemnitor, retain separate counsel. Notwithstanding the foregoing, no Indemnitor shall be obligated to indemnify any Indemnitee unless written notice of the claim with respect to which indemnification is sought was provided to such claims Indemnitor as provided in the first sentence of this Section 10.3, paragraph within the indemnified party shall have two-year period following the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3Closing Date.

Procedures for Indemnification. With respect to any 24.3.1 If an indemnitee becomes aware of a third-party claimsClaim that (if successful) will result in a Loss to be indemnified under this Section, either party shall give the other party prompt indemnitee will promptly notify the indemnitor in writing (with a copy of the notice of any third-party claimto the indemnitor's legal counsel). The failure to give Failure or delay in giving such notice shall will not relieve affect the indemnifying party from any liability that it may have right to the be indemnified party under Article 9 except to the extent that it prejudices the indemnifying party’s ability defense of the Claim. If the indemnitor acknowledges that the Claim (if successful) will result in Loss within its obligation to indemnify under this Section, it may assume the defense within fifteen (15) days after receiving the notice of the Claim. In the meantime, the indemnitee may take any action that it deems appropriate to protect its interests or those of the indemnitor, provided it is not prejudicial to the indemnitor. 24.3.2 If the indemnitor acknowledges its obligation to indemnify and assumes the defense, it will have both the duty to defend such suit or claim is materially prejudiced by and the failure right to give such noticecontrol the defense. The indemnifying indemnitor will conduct the defense in a prudent manner and will keep the indemnitee reasonably informed as to the status of the defense. The indemnitee will cooperate with the defense and may retain separate counsel at its own expense to participate in, but not control, the defense. Neither party shall may settle a Claim without the consent of the other, and that consent may not be unreasonably withheld or delayed. 24.3.3 If the indemnitor does not timely assume the defense, the indemnitee will have the right (but no duty) to assume defend or settle the defense Claim at the risk of the indemnitor. The indemnitor will reimburse the indemnitee for its expenses (at its own expenseincluding reasonable attorney's fees) of any such claim through counsel of its own choosing by so notifying defending or settling the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3Claim.

Procedures for Indemnification. With respect to any third-party claims, either a. Each indemnified party shall promptly give the other party prompt notice of any third-party claim. The failure hereunder to give such notice shall not relieve the indemnifying party from after becoming aware of any liability that it claim as to which recovery may have to the indemnified party under Article 9 except to the extent that be sought against the indemnifying party because of the indemnity in this Article IX, and, if such indemnity shall arise from the claim of a third party’s ability to defend such suit or claim is materially prejudiced by , shall permit the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the and any litigation or other proceeding resulting from such claim; provided, that any indemnified party seeking indemnification within thirty (30) calendar days of the first receipt of such noticemay, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counselany event, at its own expense, separate from monitor and participate in, but not control, the counsel employed defense of any such claim or litigation. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an indemnified party to give such notice (or by delay by an indemnified party in giving such notice) unless, and then only to the extent that, the rights and remedies of the indemnifying party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. The notice required hereunder shall specify the basis for the claim for indemnification to the extent ascertainable at the time of the notice. Failure by the indemnifying party. Party to notify an indemnified party of its election to defend any such claim or action by a third party within 30 days after notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. b. The indemnifying party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement, except with the prior written consent of the indemnified party, agree which consent shall not be unreasonably withheld, conditioned or delayed, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the settlement, compromise or discharge of such third-indemnified party claim, unless such settlement, compromise or discharge includes an unconditional a release of the party seeking indemnification from all liability on claims that are the subject matter in respect of such proceeding and such settlement, compromise claim or discharge is exclusively on financial terms which will be paid by the indemnifying party. litigation. c. If the indemnifying party does shall not assume control of the defense of any such claims as provided in this Section 10.3claim by a third party, or litigation resulting therefrom, after receipt of notice from the indemnified party, the indemnified party shall have the right to may defend against such claim or litigation in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3deems appropriate.

Procedures for Indemnification. With 15.6.1. If Southern States Indemnified Persons seek indemnification from Gold Xxxx for indemnifiable losses, Southern States Indemnified Persons shall give notice to Gold Xxxx of such loss, specifying in reasonable detail the nature and basis for the claim and the amount thereof (the "Notice of Loss"). If, within sixty days after the date on which Gold Xxxx receives the Notice of Loss, Gold Xxxx has not delivered to Southern States a notice objecting to all or any portion of the claimed loss and setting forth the amount of such claimed loss objected to and the reasons for such objection, Southern States Indemnified Persons shall be entitled to indemnification for such loss unless Gold Xxxx'x failure to object was inadvertent, and Gold Xxxx shall promptly pay such loss. If the failure of Gold Xxxx was inadvertent, the process should be begun again but the Survival Period with respect to the Claim shall be extended if the First Notice of Loss was within the Survival Period. If, within sixty days after the date on which Gold Xxxx receives a Notice of Loss, Gold Xxxx delivers to Southern States an objection to all or any third-party claimsportion of the claimed loss, either party setting forth the amount of such loss objected to and the reasons for such objection, Southern States Indemnified Persons shall be entitled to reimbursement for the portion of such loss not objected to by Gold Xxxx and Gold Xxxx shall promptly pay such amount. Southern States Indemnified Persons shall be entitled to indemnification for the portion of such claimed loss to which Gold Xxxx objected to upon the earlier of: (a) the Gold Xxxx'x and Southern States' written agreement with respect to the indemnification of such loss or (b) a final judgment or award of an arbitrator as provided in Section 18.12. 15.6.2. If Gold Xxxx Indemnified Persons seek indemnification from Southern States for indemnifiable losses, Gold Xxxx Indemnified Persons shall give a Notice of Loss to Southern States, specifying in reasonable detail the other party prompt nature and basis for the claim and the amount thereof. If, within sixty days after the date on which Southern States receives the Notice of Loss, Southern States has not delivered to Gold Xxxx a notice objecting to all or any portion of the claimed loss and setting forth the amount of such claimed loss objected to and the reasons for such objection, Gold Xxxx Indemnified Persons shall be entitled to indemnification for such loss unless Xxxxxxxx Xxxxxx' failure to object was inadvertent, and Southern States shall promptly pay such loss. If the failure of Southern States was inadvertent, the process should be begun again but the Survival Period with respect to the Claim shall be extended if the first Notice of Loss was within the Survival Period. If, within sixty days after the date on which Southern States receives a Notice of Loss, Southern States delivers to Gold Xxxx an objection to all or any portion of the claimed loss, setting forth the amount of such loss objected to and the reasons for such objection, Gold Xxxx Indemnified Persons shall be entitled to reimbursement for the portion of such loss not objected to by Southern States and Southern States shall promptly pay such amount. Gold Xxxx Indemnified Persons shall be entitled to indemnification for the portion of such claimed loss to which Southern States objected to upon the earlier of: (a) the Gold Xxxx'x and Southern States' written agreement with respect to the indemnification of such loss or (b) a final judgment or award of an arbitrator pursuant to Section 18.12. 15.6.3. The obligations and liabilities of an Indemnifying Person with respect to losses resulting from the assertion of liability by third parties (each, a "Third Party Claim") shall be subject to the following terms and conditions: (a) The Indemnified Persons shall promptly give written notice to the Indemnifying Persons of any third-party claim. The failure Third Party Claim which might give rise to give any loss by the Indemnified Persons, stating the nature and basis of such notice Third Party Claim, and the amount thereof to the extent known; provided, however, that no delay on the part of the Indemnified Persons in notifying any Indemnifying Persons shall not relieve the indemnifying party Indemnifying Persons from any liability that it may have or obligation hereunder unless (and then solely to the indemnified party under Article 9 except to extent) the extent that the indemnifying party’s ability to defend such suit or claim Indemnifying Person thereby is materially prejudiced by the failure delay. Such notice shall be accompanied by copies of all relevant documentation with respect to give such notice. The indemnifying party Third Party Claim, including, without limitation, any summons, complaint or other pleading which may have been served, any written demand or any other document or instrument. (b) If the Indemnifying Persons shall acknowledge in a writing delivered to the Indemnified Persons that such Third Party Claim is properly subject to their indemnification obligations hereunder, then the Indemnifying Persons shall have the right to assume the defense (at its own expense) of any such claim through Third Party Claim at their own expense and by their own counsel, which counsel of its own choosing by so notifying shall be reasonably satisfactory to the party seeking indemnification within thirty (30) calendar days of Indemnified Persons; provided, however, that the first receipt of such notice, and the party seeking indemnification Indemnifying Persons shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall not have the right to assume the defense of any Third Party Claim, notwithstanding the giving of such written acknowledgment, if (i) the Indemnified Persons shall have been advised by counsel that there are one or more legal or equitable defenses available to them which are different from or in addition to those available to the Indemnifying Persons, and, in the reasonable opinion of the Indemnified Persons, counsel for the Indemnifying Persons could not adequately represent the interests of the Indemnified Persons because such interests could be in conflict with those of the Indemnifying Persons, (ii) such action or proceeding involves, or could have a material effect on, any material matter beyond the scope of the indemnification obligation of the Indemnifying Persons or (iii) the Indemnifying Persons shall not have assumed the defense of the Third Party Claim in a timely fashion. (c) If the Indemnifying Persons shall assume the defense of a Third Party Claim (under circumstances in which the proviso to Section 15.6.3(b) is not applicable), the Indemnifying Persons shall not be responsible for any legal or other defense costs subsequently incurred by the Indemnified Persons in connection with the defense thereof. If the Indemnifying Persons do not exercise their right to assume the defense of a Third Party Claim by giving the written acknowledgment referred to in Section 15.6.3(b), or are otherwise restricted from so assuming by the proviso to Section 15.6.3(b), the Indemnifying Persons shall nevertheless be entitled to participate in such defense with their own counsel and at their own expense. If the defense thereof and to employ counsel, at its own expense, separate from the counsel employed of a Third Party Claim is assumed by the indemnifying party. The indemnifying party Indemnified Persons pursuant to clause (i) or (ii) of the proviso of Section 15.6.3(b), the Indemnified Persons shall not, not be entitled to settle such Third Party Claim without the prior written consent of the indemnified Indemnifying Persons, which consent shall not be unreasonably withheld or delayed. (d) If the Indemnifying Persons exercise their right to assume the defense of a Third Party Claim pursuant to clauses (i) or (ii) of Section 15.6.3(b), (i) the Indemnified Persons shall be entitled to participate in such defense with their own counsel at their own expense and (ii) the Indemnifying Persons shall not make any settlement of any claims without the written consent of the Indemnified Persons, which consent shall not be unreasonably withheld or delayed. 15.6.4. Notwithstanding any other provisions of this Agreement, neither Gold Xxxx nor Southern States shall have any claim for indemnification hereunder unless such claim is asserted, as provided herein, against the other within the Survival Period (in which event the party's right to indemnification for such matters shall continue until liability is finally determined), it being acknowledged that the Survival Period of certain indemnities is without limitation as to time as provided in Sections 15.1, 15.2 and 15.4. 15.6.5. Notwithstanding any other provision in this Article XV, the following procedures shall apply to any claim arising under clause (iv) of Section 15.2. above or with respect to a breach of the representations and warranties set forth in Section 6.16. (collectively "Environmental Claims"). (a) Any Environmental Claim that is of the nature of a third party claim shall also be governed by the notification procedures set forth in Section 15.6.1., provided, however, that Southern States shall be deemed to have provided notice to Gold Xxxx of the matters identified in Schedule 14.12. as of the Closing Date. In the event of any inconsistency between the Section 15.6.1. procedures and the procedures set forth in this Section 15.6.5., the procedures set forth in this Section 15.6.5. shall govern. (b) Gold Xxxx shall assume Principal Management for the matters identified in Schedule 14.12. (c) Upon assertion of any Environmental Claim other than claims arising from the matters identified in Schedule 14.12., Gold Xxxx shall be entitled to assume Principal Management. To assume Principal Management, Gold Xxxx must notify Southern States within thirty days of notice to Gold Xxxx of the Environmental Claim, or such other period as the parties may agree to in writing, that it intends to assume Principal Management. In the settlementevent Gold Xxxx does not undertake Principal Management, compromise or discharge Southern States may assume Principal Management of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying Environmental Claim. (d) The party that does not assume control of have Principal Management for an Environmental Claim shall be entitled, at its sole cost and expense, to reasonably participate in the defense management of such claims as provided Environmental Claim. Such participation shall include: (i) receiving copies of all reports, work plans and analytical data submitted to governmental agencies, all notices or other letters or documents received from governmental agencies, any other non-privileged documents and correspondence materially bearing on the Environmental Claim, and notices of material meetings; (ii) the opportunity to attend and participate in this Section 10.3, such material meetings; (iii) the indemnified right of reasonable consultation with the party shall have exercising Principal Management; and (iv) the right to defend such claim approve in such manner as it may deem appropriate at writing in advance all budgets for the cost Environmental Claim, all material contracts related thereto, the submission of any cleanup plan or any similar material action relating to the Environmental Claim and expense of the indemnifying partyany amendment or modification thereof, and the indemnifying acceptance of any consensual governmental orders or requirements (which approval shall not be unreasonably withheld or delayed). (e) The party undertaking Principal Management hereunder for any matter shall manage the matter in good faith and in a responsible manner, and any activities conducted in connection therewith shall be undertaken promptly reimburse and concluded as expeditiously and as economically as practicable using commercially reasonable efforts, subject to the indemnified schedules and approvals required by the applicable governmental authorities. The parties agree to reasonably cooperate with one another in connection with addressing any Environmental Claim. Either party therefore in accordance may take such action as is reasonable under the circumstances to respond to an actual or threatened emergency or imminent endangerment situation arising from an Environmental Claim. (f) Any action with respect to an Environmental Claim shall be deemed adequate for purposes of satisfying the obligations of this Section 10.315.6.5. to the extent such action: (i) attains compliance with any lawful government order or directive and with applicable Environmental Laws, including any action levels or cleanup standards enforced thereunder; (ii) mitigates any significant risk to human health and (iii) achieves such actions as economically as practicable. (g) The parties agree to negotiate in good faith regarding any dispute arising under this section 15.6.

Procedures for Indemnification. With respect to any third-Promptly after receipt by an indemnified party claims, either party shall give the other party prompt of notice of the commencement of any third-action involving the subject matter of the provisions of Section 10.2 or 10.3, such indemnified party claim. The failure shall, if a claim is to give be made against an indemnifying party pursuant to the provisions of Section 10.2 or Section 10.3, promptly notify such notice indemnifying party of the commencement of such action; but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that which it may have to the indemnified party. In case such action is brought against an indemnified party under Article 9 except to the extent that and it notifies the indemnifying party’s ability to defend party of the commencement of such suit or claim is materially prejudiced by action, the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counseland, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall not, without the prior written consent of the indemnified party, agree to the settlementextent that it may wish, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not to assume control of the defense of such claims as provided action, with counsel satisfactory to such indemnified party; provided, however, that if the defendants in this Section 10.3such 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 defend select separate counsel to participate in the defense of such claim in action on behalf of such manner as it may deem appropriate indemnified party, at the cost and expense of the indemnifying party. After notice from the indemnifying party to the indemnified party of the indemnifying party's election so to assume the defense of such action, and the indemnifying party shall promptly reimburse not be liable to the indemnified party therefore pursuant to the provisions of Sections 10.2 or 10.3 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense of such action other than reasonable costs of investigation, unless (a) the indemnified party shall have employed counsel in accordance with this Section 10.3the 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 shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term of such settlement the release of all indemnified parties from all liability in respect of such claim.

Procedures for Indemnification. With respect (a) Whenever a claim shall arise for indemnification under this Section 7, the party entitled to any third-indemnification (the “Indemnified Party”), shall notify, in writing, the party claimsfrom whom indemnification is sought (the “Indemnifying Party”) of such claim and, either party shall give when known, the other party prompt notice of any third-party facts constituting the basis for such claim. The failure to give such notice shall not relieve In the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) event of any such claim through counsel of its own choosing for indemnification resulting from or in connection with a claim or Action by so notifying a third party; the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in Indemnifying Party may assume the defense thereof and to employ counsel, at its own sole cost and expense; provided, separate from the counsel employed by the indemnifying party. The indemnifying party however, that no settlement of any such claim or Action shall not, be made without the prior written consent of the indemnified partyIndemnified Party (which consent may not be unreasonably withheld) unless such settlement fully and unconditionally releases the Indemnified Party from all further liability or obligation on the part of the Indemnified Party in connection with such claim or Action, agree in which case such consent shall not be required. If an Indemnifying Party assumes the defense of any such claim or Action, the Indemnifying Party shall be entitled to select counsel and take all steps necessary in the settlementsettlement or defense thereof; provided, however, that the Indemnified Party may, at its own expense, participate in any such Action with the counsel of its choice. Whether or not the Indemnifying Party assumes the defense of any claim or Action, the Indemnified Party shall not compromise or discharge of settle such third-party claim, unless such settlement, compromise claim or discharge includes an unconditional release Action without the prior written consent of the party seeking Indemnifying Party (which consent may not be unreasonably withheld). (b) The Indemnified Party, the Indemnifying Party and their respective legal counsel shall cooperate in the compromise of, or defense against, any claim or Action by a third party; provided that the Indemnified Party shall be entitled to participate in the defense and to employ counsel, at the Indemnified Party’s expense, to assist therein. The Indemnified Party may not settle or compromise any claim over the objection of the Indemnifying Party, except that the Indemnified Party may settle any claim with respect to which it waives its indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying partyunder this Agreement. If the indemnifying party does not assume control of the defense of Indemnifying Party chooses to defend any such claims as provided in this Section 10.3claim, the indemnified party Indemnified Party shall have make available to the right to defend Indemnifying Party any books, records or other documents or personnel within its control that are reasonably necessary or appropriate for such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3defense.

Procedures for Indemnification. With respect to (i) Promptly after the discovery by any third-party claimsBuyer Indemnified Parties or Seller Indemnified Parties (each, either party shall give the other party prompt notice an “Indemnified Party”) of any third-Buyer Indemnifiable Costs or Seller Indemnifiable Costs, as applicable, or claim or breach, that might give rise to indemnification hereunder, the Indemnified Party shall deliver to the party claim. The obligated to provide indemnification under this Agreement (the “Indemnifying Party”) a certificate (a “Claim Certificate”) that: (A) states that the Indemnified Party has paid or properly accrued Buyer Indemnifiable Costs or Seller Indemnifiable Costs, as applicable, or reasonably anticipates that it may or will incur liability for costs, for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and (B) specifies in reasonable detail, to the extent practicable and available, each individual item of loss included in the amount so stated, the basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such item is related and, to the extent computable, the computation of the amount to which such Indemnified Party claims to be entitled hereunder provided, however that failure to give such notice a Claim Certificate shall not relieve the indemnifying party from affect any liability that it may have Indemnified Party’s ability to the indemnified party under Article 9 except seek reimbursement unless, and only to the extent that that, such failure has materially and adversely affected the indemnifying partyIndemnifying Party’s ability liability. If the Indemnifying Party objects to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) 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 claim through counsel of its own choosing by so notifying effect to the party seeking indemnification Indemnified Party within thirty (30) calendar days after receipt by the Indemnifying Party of such Claim Certificate. Thereafter, the Indemnifying Party and the Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties within thirty (30) days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully Claim Certificate with the indemnifying party in defense respect to each of such matter, at claims to which the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying partyIndemnifying Party has objected. If the indemnifying party does not assume control of Indemnified Party and the defense Indemnifying Party agree with respect to any of such claims as provided in this Section 10.3claims, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, Indemnified Party and the indemnifying party Indemnifying Party shall promptly reimburse prepare and sign a memorandum setting forth such agreement and. Should the indemnified party therefore Indemnified Party and the Indemnifying Party fail to agree as to any particular item or items or amount or amounts, then the parties shall resolve such dispute in accordance with this Section 10.38.4 hereof.

Procedures for Indemnification. With respect to any third-party claimsAny Person eligible for indemnification under Sections 10.04 and 10.05 above (each, either party the “Indemnified Party”) shall give notice to the other party prompt notice Party or Parties obligated under such Section to indemnify such Indemnified Party (each, an “Indemnifying Party”) each time that, and within ten (10) days after, the Indemnified Party becomes aware of any third-party claimfact or circumstance which would reasonably be expected to give rise to an obligation to indemnify under such Section 10.04 or 10.05, which notice shall be accompanied by a copy of any claim made which may result in such obligation to indemnify. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party Indemnifying Party shall have the right and obligation to assume the defense (at its own expensewith counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party) or settlement of any such claim through counsel in respect of its own choosing by so notifying which it is obligated to provide indemnity hereunder; provided that the party seeking indemnification within thirty Indemnifying Party shall not settle or compromise any such claim without the Indemnified Party’s prior written consent thereto (30) calendar days such consent not to be unreasonably withheld or delayed), unless the terms of such settlement or compromise discharge and release the Indemnified Party from any and all liabilities and obligations thereunder; provided, further, that PCL and the Padres shall neither institute nor defend any lawsuit on behalf of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, City Indemnified Parties without the prior written consent of the indemnified partyCity (which consent shall not be unreasonably withheld or delayed), agree and if the City does not give its consent to such lawsuit or institutes such lawsuit itself, PCL and the settlement, compromise or discharge Padres shall be relieved of their indemnity obligations described in this Article 10 and shall be relieved of their cost overrun obligations regarding the Ballpark Project for all costs arising out of such lawsuit. Notwithstanding the foregoing, the Indemnified Party at all times shall have the right, at its option and expense, to participate fully in the defense or settlement of such claim, and if the Indemnifying Party does not proceed diligently to commence to defend or settle such claim within fifteen (15) days after its receipt of notice of the assertion or commencement thereof, then the Indemnified Party shall have the right, but not the obligation, to undertake the defense or settlement of such claim for the account and at the risk of the Indemnifying Party and the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make to such claim. The parties agree that, for the purpose of enforcing any right of indemnity hereunder, the Indemnified Party may join the Indemnifying Party in any third-party claim as to which such right of indemnity would or might apply. The parties shall cooperate fully in defending or settling any third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3.

Procedures for Indemnification. With respect If an event occurs that entitles a Parent Indemnified Party, or that a Parent Indemnified Party reasonably believes entitles it, to any third-party claimsindemnification pursuant to this Article VII, either party the Parent Indemnified Party shall give promptly notify the other party prompt notice Securityholder Representative; provided, that that no delay on the part of the Parent Indemnified Party in notifying the Securityholder Representative shall relieve an Indemnifying Person of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 or obligation hereunder, except to the extent that the indemnifying party’s ability to defend such suit or claim is Indemnifying Person has been materially prejudiced by the such Parent Indemnified Party’s failure to give such notice. The indemnifying party Parent Indemnified Party shall have the right to assume undertake, conduct, control and settle the defense (at its own expense) of any such third party claim; provided, however, that the Parent Indemnified Party may not affect the settlement of any such claim through counsel of its own choosing by so notifying without the party seeking indemnification within thirty (30) calendar days consent of the first receipt of such noticeSecurityholder Representative, and the party seeking indemnification which consent shall not be unreasonably withheld or delayed. The Securityholder Representative shall cooperate fully with the indemnifying party Parent Indemnified Party and its counsel in the defense of such matter, at the indemnifying party’s expense. The party seeking indemnification claim and shall have the right be entitled to participate in the defense thereof and to employ counsel, at its own cost and expense. The Securityholder Representative may acknowledge and agree by written notice to the Parent Indemnified Party to satisfy such claim within 20 days of receipt of notice of such claim from such Parent Indemnified Party; provided, separate however, that if the claim is such that a response is required in less than 20 days, such time period shall be reduced to the response period applicable to the claim less three days, but in no event shall the time period be less than ten days. In the event that the Securityholder Representative disputes such claim, the Securityholder Representative shall provide written notice of such dispute to the Parent Indemnified Party within 20 days of receipt of notice of such claim, setting forth the basis of such dispute. In the event that the Securityholder Representative fails to provide written notice to the Parent Indemnified Party within the required number of days of receipt of notice from the counsel employed by Parent Indemnified Party that the indemnifying party. The indemnifying party shall not, without the prior written consent of the indemnified party, agree Securityholder Representative either acknowledges and agrees to the settlement, compromise pay such Loss or discharge of dispute such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3Loss, the indemnified party Indemnifying Persons shall be deemed to have the acknowledged and agreed to pay such Loss in full and to have waived any right to defend dispute such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3Loss.

Procedures for Indemnification. With respect (a) Whenever a claim shall arise for indemnification under this Article XI, the party entitled to indemnification (the “Indemnified Party”) shall promptly notify the party from which 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 third-party claimsclaim for indemnification hereunder resulting from or in connection with any claim or Legal Proceeding by a third party, either party the Indemnified Party shall give such notice thereof to the other party prompt Indemnifying Party not later than ten Business Days prior to the time any response to the asserted claim is required, if possible, and in any event within five Business Days following receipt of notice of any third-party claim. The thereof; provided, further, that no delay or failure to give such notice by the Indemnified Party to the Indemnifying Party shall not adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the indemnifying party from any liability that it may have Indemnifying Party of its obligation to indemnify the indemnified party under Article 9 Indemnified Party, except to the extent that the indemnifying party’s ability to defend such suit delay or claim is failure has materially prejudiced by the failure to give such noticeIndemnifying Party. The indemnifying party shall have In the right to assume the defense (at its own expense) event of any such claim through counsel for indemnification resulting from or in connection with a claim or Legal Proceeding by a third party, the Indemnifying Party may (subject to Section 1.8 and except with respect to the ARC Product Issue, in respect of its own choosing by so notifying the party seeking indemnification within thirty which Sections 11.6(c), (30) calendar days of the first receipt of such noticed), and (e) shall apply) at its sole cost and expense, assume the party seeking indemnification shall cooperate fully with defense thereof by written notice within 30 calendar days, using counsel that is reasonably satisfactory to the indemnifying party in Indemnified Party. If an Indemnifying Party assumes the defense of any such matterclaim or Legal Proceeding, at the indemnifying party’s expense. The party seeking indemnification Indemnifying Party shall have the right be entitled to participate take all steps necessary in the defense thereof and to employ counselincluding the settlement of any case that involves solely monetary damages without the consent of the Indemnified Party; provided, however, that the Indemnified Party may, at its own expense, separate from participate in any such proceeding with the counsel employed by the indemnifying partyof its choice without any right of control thereof. The indemnifying Indemnifying Party, if it has assumed the defense of any claim or Legal Proceeding by a third party as provided herein, shall notnot consent to, or enter into, any compromise or settlement of (which settlement (i) commits the Indemnified Party to take, or to forbear to take, any action or (ii) does not provide for a full and complete written release by such third party of the Indemnified Party), or consent to the entry of any judgment that does not relate solely to monetary damages arising from, any such claim or Legal Proceeding by a third party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article XI, including, but not limited to, by providing (except with respect to the ARC Product Issue, in respect of which Sections 11.6(c), (d), and (e) shall apply) the other party with reasonable access to employees and officers (including as witnesses) and other information. So long as the Indemnifying Party is in good faith defending such claim or Legal Proceeding, the Indemnified Party shall not compromise or settle such claim without the prior written consent of the indemnified partyIndemnifying Party, agree to the settlementwhich consent shall not be unreasonably withheld, compromise conditioned or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying partydelayed. If the indemnifying party Indemnifying Party does not assume control of the defense of any such claims as provided claim or litigation in this Section 10.3accordance with the terms hereof, the indemnified party shall have the right to Indemnified Party may defend against such claim or Legal Proceeding in such manner as it may deem appropriate at the cost and expense appropriate, including settling such claim or Legal Proceeding (after giving prior written notice of the indemnifying partysame to the Indemnifying Party and obtaining the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms as the Indemnified Party may reasonably deem appropriate, and the indemnifying party shall Indemnifying Party will promptly reimburse indemnify the indemnified party therefore Indemnified Party in accordance with the provisions of this Section 10.311.3. (b) The parties acknowledge that Seller expressly disputes any claim that ARC bears any responsibility for any losses that may be suffered or incurred by third parties arising out of or in connection with the ARC Product Issue. (c) Whenever any claim or Legal Proceeding by a third party is brought against ARC in connection with the ARC Product Issue (a “Third Party ARC Claim”), Purchaser shall promptly notify Seller of such Third Party ARC Claim not later than ten Business Days prior to the time any response to the asserted Third Party ARC Claim is required, if possible, and in any event within five Business Days following receipt of notice thereof and, when known, the facts constituting the basis for such Third Party ARC Claim. Upon receipt by Seller of such notice, Seller may at its election either (i) promptly acknowledge that such Third Party ARC Claim is a Valid Claim or (ii) cooperate with Purchaser in good faith for a period of ten (10) Business Days in an attempt to mutually agree that such Third Party ARC Claim is a Valid Claim. If following that ten (10) Business Day period, Seller and Purchaser have not been able to mutually agree that such Third Party ARC Claim is a Valid Claim, then Seller shall be and remain liable for indemnification pursuant to Section 11.2(a)(iv), and shall indemnify the Purchaser Indemnified Group for any Losses in accordance therewith, unless and until a determination is made by an expert single arbitrator appointed pursuant to this Section 11.6(c) (the “Expert Arbitrator”), in arbitration proceedings conducted pursuant to Section 11.6(e) below, that the relevant Third Party ARC Claim is not a Valid Claim. If the Seller wishes the Expert Arbitrator to determine whether a Third Party ARC Claim is a Valid Claim, Seller shall give written notice thereof to Purchaser and the parties will seek in good faith to mutually agree on the identity of the Expert Arbitrator. Failing such agreement within thirty (30) Business Days from the date of receipt by Purchaser of such notice from Seller, the Expert Arbitrator will be selected pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Expert Arbitrator shall, whether agreed by the parties or selected pursuant to the Commercial Arbitration Rules of the American Arbitration Association, be a single arbitrator who has not less than 7 years’ experience practicing as an attorney-at-law in the United States in the dispute resolution field and who has not less than 10 years’ particularized knowledge regarding product liability and recall claims in the automotive industry in the United States. (d) For purposes of this Agreement, a “Valid Claim” shall be a Third Party ARC Claim that is either mutually agreed by the parties in writing, or determined by the Expert Arbitrator, in arbitration proceedings conducted pursuant to Section 11.6(e) below, to be a claim in respect of which it cannot be said that the relevant third party has no real prospect of succeeding in its claim if the matter were to come before a court or arbitral body of competent jurisdiction. (e) In the event that Seller wishes the determination of the Expert Arbitrator as to whether a Third Party ARC Claim is a Valid Claim pursuant to Section 11.6(c), the arbitration conducted by the Expert Arbitrator shall be administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the determination rendered by the Expert Arbitrator may be entered in any court having jurisdiction thereof. The parties will jointly advise the Expert Arbitrator that they desire an expedited arbitration process that will, to the extent practicable, result in any arbitration award being entered within three (3) months of confirmation of the Expert Arbitrator’s appointment. If the Expert Arbitrator determines that the relevant Third Party ARC Claim is a Valid Claim, Seller’s indemnification obligation pursuant to Section 11.2(a)(iv) in respect of such Third Party ARC Claim shall not be qualified by Sections 11.6(c), (d) and (e). If the Expert Arbitrator determines that the relevant Third Party ARC Claim is not a Valid Claim, Purchaser shall, within ten (10) Business Days after such determination, pay to Seller an amount equal to the amount of any Losses in respect of which Seller has prior to the date thereof indemnified the Purchaser Indemnified Group pursuant to Sections 11.2(a)(iv) and 11.6(c) in respect of such Third Party ARC Claim. (f) Any Losses suffered by the Purchaser Indemnified Group as a result of a Third Party Claim being the subject of a decision or award in favor of the relevant third party by a court or arbitral body of competent jurisdiction shall not be subject to the provisions of Sections 11.6(c), (d) and (e) hereof, and Seller’s indemnification obligation pursuant to Section 11.2(a)(iv) shall not be qualified by Sections 11.6(c), (d) and (e). (g) The parties acknowledge that from Closing ARC will not be a controlled Affiliate of Purchaser and that, accordingly, Purchaser may not be able to procure that Seller is able to assume the defense of Third Party ARC Claims, or that Seller has unfettered access to employees and officers of ARC and other information of ARC in connection with Third Party ARC Claims. Purchaser agrees to use its commercially reasonable best efforts (including without limitation by exercise of its rights as a shareholder of ARC) to cause ARC (a) to reasonably cooperate with Seller and Seller’s insurance providers to process any Third Party ARC Claim, and (b) to permit Seller to assume the defense of Third Party ARC Claims. (h) If Purchaser, notwithstanding that from Closing ARC will not be a controlled Affiliate of Purchaser, is able to cause ARC to agree in writing at the relevant time to permit Seller to assume the defense of a Third Party ARC Claim, using counsel that is reasonably satisfactory to Purchaser and ARC, and otherwise in accordance with the provisions of Section 11.6(a), then Seller shall have no right to seek to have the Expert Arbitrator make any determination and Seller’s indemnification obligation pursuant to Section 11.2(a)(iv) shall not be qualified by Sections 11.6(c), (d) and (e). For the avoidance of doubt, if Seller is permitted by ARC to assume the defense of a Third Party ARC Claim in accordance with the provisions of Section 11.6(a), but Seller elects not to assume such defense or fails to give written notice so to assume within 30 calendar days after receipt of such permission from ARC, then Seller shall have no right to seek to have the Expert Arbitrator make any determination as to whether the relevant Third Party ARC Claim is a Valid Claim and Seller’s indemnification obligation pursuant to Section 11.2(a)(iv) shall not be qualified by Sections 11.6(c), (d) and (e).

Procedures for Indemnification. (1) If a claim is made by any Taxing authority, which, if successful, might result in an indemnity payment by a party ("Tax Indemnitor") to another ("Tax Indemnitee") pursuant to Section 10(c), Tax Indemnitee shall promptly notify Tax Indemnitor in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to Tax Indemnitor within a sufficient period of time to allow Tax Indemnitor to effectively contest such Tax Claim, or in reasonable detail to apprise Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Tax Indemnitor shall not be liable to Tax Indemnitee to the extent that Tax Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. (2) With respect to any third-party claimsTax Claim, Tax Indemnitor shall control all proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing authority with respect thereto and may, in its sole discretion, either party shall give pay the other party prompt notice of Tax Claim and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any third-party claim. The failure to give such notice permissible manner, provided, however, that Tax Indemnitor shall not relieve settle or compromise a Tax Claim without giving a 30-day notice to Tax Indemnitee and without Tax Indemnitee's consent, which shall not be unreasonably withheld, if such settlement or compromise would result in an increase in the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit Tax liabilities of Tax Indemnitee or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel members of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3affiliated group for any Taxable period.

Procedures for Indemnification. With respect Except as otherwise provided in Sections 6.1 and 6.2, subject to any third-the limitations imposed by Section 8.1, promptly after receipt by an indemnified party claims, either party shall give pursuant to the other party prompt provisions of this Article VI of notice of the commencement of any third-action, claim or proceeding involving the subject matter of the foregoing indemnity provisions, such indemnified party claim. The failure shall, if a claim thereof is to give be made against an indemnifying party pursuant to the provisions of this Article VI, promptly notify such notice indemnifying party of the commencement thereof; but the omission to so notify such indemnifying party shall not relieve the indemnifying party it from any liability that which it may have to the indemnified party under Article 9 except otherwise than hereunder unless, and only to the extent that that, such omission shall have materially adversely affected the indemnifying party’s ' s ability to defend such suit action, claim or proceeding. In case such action, claim or proceeding is materially prejudiced by brought against an indemnified party and it notifies the failure to give such notice. 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 or conduct thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, (at its own expensei) of if the defendants in any such claim through counsel of its own choosing by so notifying action include both the indemnified party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at 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’s expense. The party seeking indemnification shall have the right , or if there is a conflict of interest which would reasonably be expected to participate in the defense thereof and to employ counsel, at its own expense, separate from the prevent counsel employed by for the indemnifying party. The indemnifying party shall not, without the prior written consent of from also representing the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend select separate counsel to participate in the defense of such claim in action on behalf of such manner as it may deem appropriate indemnified party at the cost indemnifying party's expense and (ii) if the claim or proceeding involves a Tax or an audit, examination, investigation, appeal, suit or other proceeding involving the determination of any Tax, the indemnifying party shall not have the right to assume the defense or conduct thereof, which defense or conduct shall instead remain within the sole power and authority of the indemnified party except that the indemnified party shall not settle such matter without the written consent of the indemnifying party, which consent shall not be unreasonably withheld taking into the account the circumstances of the indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in accordance with the proviso reasonably of the preceding sentence, (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party, and in the indemnifying party shall promptly reimburse defense of any such claim or litigation, shall, except with the consent of each indemnified party therefore which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the release from all liability in accordance with this Section 10.3respect to such claim or litigation.

Procedures for Indemnification. With respect to any third-Promptly after receipt by an indemnified party claims, either party shall give the other party prompt of notice of the commencement of any third-action involving a claim referred to in this Article III, such indemnified party claimshall, if a claim pursuant to this Article III in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action. The failure of any indemnified party to give notify an indemnifying party of any such notice action shall not (unless such failure shall have materially prejudiced the indemnifying party through the forfeiture of substantive rights or defenses) relieve the indemnifying party from any liability in respect of such action that it may have to the such indemnified party under Article 9 except hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided that, if any indemnified party shall have reasonably concluded, based on the advice of counsel, that there are one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party’s ability to defend , or that such suit claim or claim is materially prejudiced by litigation involves or could have an effect upon matters beyond the failure to give such notice. The scope of the indemnity provided hereunder, the indemnifying party shall not have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense action on behalf of such matter, at the indemnifying indemnified party without such indemnified party’s expense. The party seeking indemnification prior written consent (but, without such consent, shall have the right to participate in the defense thereof therein with counsel of its choice) and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The such indemnifying party shall notreimburse such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, (i) it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, and (ii) no indemnified party shall, without the prior written consent of the indemnified indemnifying party, agree settle or compromise or consent to the settlement, compromise entry of any judgment with respect to any action in respect of which indemnification or discharge of such third-party claim, contribution could be sought under this Article III unless such settlement, compromise or discharge consent includes an unconditional release a waiver by such indemnified party of the party seeking its right to pursue indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in under this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3Article III.

Procedures for Indemnification. With respect (a) If the Stockholders have become obligated to a Parent Indemnitee pursuant to Section 15.2 hereof, or if any third-party claimssuit, either party action, investigation, claim or proceeding is begun, made or instituted as a result of which the Stockholders may become obligated to a Parent Indemnitee hereunder, such Parent Indemnitee shall give written notice to the other party Stockholders’ Agent; provided, however, that the failure of the Parent Indemnitee to give prompt notice of any third-party claim. The failure to give such notice the Stockholders’ Agent shall not relieve release the indemnifying party Stockholders from any liability that it may have to the indemnified party under Article 9 their indemnification obligations hereunder, except to the extent that the indemnifying party’s ability to defend such suit or claim is Stockholders shall have been materially prejudiced by such failure. Stockholders, through the failure Stockholders’ Agent, agree to give defend, contest or otherwise protect the Parent Indemnitee against any such noticesuit, action, investigation, claim or proceeding at the sole cost and expense of the Stockholders. The indemnifying party Parent Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Parent Indemnitee’s choice and shall in any event cooperate with and assist the Stockholders and Stockholders’ Agent to the extent reasonably possible. Neither the Stockholders nor the Stockholders’ Agent shall compromise or settle any such suit, action, investigation, claim or proceeding unless (x) such compromise or settlement is on exclusively monetary terms and shall be paid entirely by the Stockholders (from the Indemnity Escrow Fund), and the Parent Indemnitee receives an unconditional release in such compromise or settlement or (y) the Parent Indemnitee shall have consented in writing to the terms of such compromise settlement, which consent shall not unreasonably withheld, conditioned or delayed. If the Stockholders, through the Stockholders’ Agent, fail timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Parent Indemnitee shall have the right to assume do so, including, without limitation, the defense right to make a compromise or settlement thereof (with the prior consent of the Stockholders’ Agent, not to be unreasonably withheld, conditioned or delayed), and the Parent Indemnitee shall be entitled to recover the entire cost thereof from the Stockholders (from the Indemnity Escrow Fund), including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding. (b) If Parent and Merger Sub have become obligated to a Stockholder Indemnitee pursuant to Section 15.3 hereof, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Parent and Merger Sub may become obligated to a Stockholder Indemnitee hereunder, the Stockholders’ Agent shall give written notice to Parent; provided, however, that the failure of the Stockholders’ Agent to give prompt notice to Parent shall not release Parent from its indemnification obligations hereunder, except to the extent Parent shall have been materially prejudiced by such failure. Parent agrees to defend, contest or otherwise protect the Stockholder Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense. The Stockholder Indemnitee, through the Stockholders’ Agent, shall have the right, but not the obligation, to participate at its own expense) expense in the defense thereof by counsel of the Stockholders’ Agent’s choice and shall in any event cooperate with and assist Parent to the extent reasonably possible. Parent shall not compromise or settle any such suit, action, investigation, claim or proceeding unless (x) such compromise or settlement is on exclusively monetary terms and shall be paid entirely by Parent and the Stockholder Indemnitee receives an unconditional release in such compromise or settlement or (y) the Stockholder Indemnitee, through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of Stockholders’ Agent, shall have consented in writing to the first receipt terms of such noticecompromise settlement, and which consent shall not unreasonably withheld, conditioned or delayed. If Parent fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the party seeking indemnification shall cooperate fully with Stockholder Indemnitee, through the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification Stockholders’ Agent shall have the right to participate in the defense thereof and to employ counseldo so, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall notincluding, without limitation, the right to make a compromise or settlement thereof (with the prior written consent of the indemnified partyParent, agree not to be unreasonably withheld, conditioned or delayed), and the Stockholder Indemnitee, through the Stockholders’ Agent, shall be entitled to recover the entire cost thereof from Parent, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding. (c) Notwithstanding anything contained herein to the settlementcontrary, compromise or discharge to the extent that a Stockholders’ Agent reasonably believes that the Surviving Corporation has insurance coverage applicable to Losses for which a claim for indemnification in excess of $75,000 has been made by a Parent Indemnitee hereunder, he shall so notify the claiming Parent Indemnitee in writing, and the Surviving Corporation shall use its commercially reasonable efforts to file a claim with respect to such third-party claimLosses. If any such insurance claim is (i) accepted, unless and if requested by the Stockholders’ Agent in writing, the Surviving Corporation shall assign the right to receive ninety percent (90%) of all insurance proceeds under such settlementaccepted claim to the Stockholders’ Agent, compromise or discharge includes an unconditional release for the benefit of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding Stockholders or (ii) denied (in whole or in part), and such settlement, compromise or discharge is exclusively on financial terms which will be paid if requested by the indemnifying party. If Stockholders’ Agent in writing, the indemnifying party does not assume control Surviving Corporation will, at the request of the defense Stockholders’ Agent, assign the right to ninety percent (90%) of any recovery ultimately received with respect to such claims as provided in claim and its other rights under such denied claim to the Stockholders’ Agent, for the benefit of the Stockholders. During the period when any insurance claim under this Section 10.315.4(c) is pending, the indemnified claim covered by such insurance claim shall be paid in accordance with, and subject to the limitations of, Section 15.4(a) above. To the extent that any indemnification payments made pursuant to this Section 15.4(c) are recovered pursuant to an insurance claim, such payments shall not be included for purposes of calculating the amounts available pursuant to either the Threshold Amount or any applicable indemnification cap. (d) Notwithstanding anything contained herein to the contrary, if Parent seeks to settle any claim, lawsuit, other proceeding or other disagreement or dispute with respect to a matter that has been accrued for on the Closing Balance Sheet and the Parent Indemnitees intend to seek indemnification for Losses relating thereto or arising therefrom,: (i) Parent shall use commercially reasonable efforts to settle such claim, lawsuit, other proceeding or other disagreement or dispute for an amount equal to or less than the amount accrued with respect to such matter on the Closing Balance Sheet; (ii) if Parent does not have an ongoing relationship, or Parent has an ongoing relationship that is, in Parent’s reasonable discretion, not material, with the party with which it proposes to settle any claim, lawsuit, other proceeding or other disagreement or dispute with respect to a matter that has been accrued for on the Closing Balance Sheet, Parent must make a claim for indemnification under Section 15.2 hereof with respect to such matter and shall have not be entitled to settle such matter prior thereto; and (iii) if Parent has an ongoing relationship that is, in Parent’s reasonable discretion, material with the right party with which it proposes to defend settle any claim, lawsuit, other proceeding or other disagreement or dispute with respect to a matter that has been accrued for on the Closing Balance Sheet, Parent may settle such claim claim, lawsuit, other proceeding or other disagreement or dispute for an amount in such manner as it may deem appropriate at the cost and expense excess of the indemnifying party, applicable reserve (subject to clause (d)(i) above) and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance Parent may seek indemnification under Section 15.2 hereof with this Section 10.3respect to any Losses relating to such matter.

Procedures for Indemnification. With respect (a) If a party entitled to indemnification under this Section 10 (an “Indemnitee”) asserts that a party obligated to indemnify it under this Section 10 (an “Indemnitor”) has become obligated to such Indemnitee pursuant to Section 10.2 or 10.3, as the case may be, or if any third-party claimssuit, either party action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnitor may become obligated to an Indemnitee hereunder, such Indemnitee shall give prompt written notice thereof to the other party prompt Indemnitor; provided, however, that no delay in delivering such written notice of any third-party claim. The failure to give such notice the Indemnitor shall not relieve the indemnifying party Indemnitor from any liability that it may have obligation hereunder, unless, and then solely to the indemnified party under Article 9 except extent that, the Indemnitor is actually prejudiced thereby. (b) The Indemnitor shall have the right, at its sole cost and expense, to participate in, and, to the extent that it may wish, assume the indemnifying partydefense of, any suit, action, investigation, claim or proceeding asserted by any third party against an Indemnitee that may result in the incurrence by such Indemnitee of Losses for which such Indemnitee would be entitled to indemnification pursuant to this Section 10; provided, however, that the Indemnitor shall not be entitled to assume the defense of any such suit, action, investigation, claim or proceeding, if (a) the Indemnitee reasonably determines that the amount of the Losses in respect of such suit, action, investigation, claim or proceeding, if successful, would be likely to exceed the Indemnitor’s ability to defend liability under this Agreement or (b) such suit suit, action, investigation, claim or claim is materially prejudiced by proceeding involves an allegation of the failure to give such noticeviolation of Applicable Law (including fiduciary and regulatory requirements thereunder) or seeks any non-monetary remedy. The indemnifying party Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnitee’s choice (except that the Indemnitor shall be responsible for the fees and expenses of one separate co-counsel for all Indemnitees to the extent the Indemnitee is advised, in writing by its counsel, that either (i) the counsel the Indemnitor has selected has a conflict of interest or (ii) there are legal defenses available to the Indemnitee that may be materially different from or additional to those available to the Indemnitor) and the Indemnitee shall in any event cooperate with and assist the Indemnitor to the extent reasonably possible. If the Indemnitor does not timely assume the defense of, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnitee shall have the right to assume do so, including, without limitation, the defense (at its own expense) of right to make any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such noticecompromise or settlement thereof, and the party seeking indemnification Indemnitee shall cooperate fully with be entitled to recover the indemnifying party entire cost thereof from the Indemnitor, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding, in each case subject to the limitations set forth herein; provided that the Indemnitee shall not settle any such suit, action, investigation, claim or proceeding without the consent of the Indemnitor (such consent not to be unreasonably withheld, conditioned or delayed) and shall keep the Indemnitor reasonably apprised of the status of the applicable suit, action, investigation, claim or proceeding and any efforts to settle the same upon request of the Indemnitor. (c) With respect to any suit, action, investigation, claim or proceeding that the Indemnitor assumes the defense of such matterin accordance with Section 10.4(b), at the indemnifying party’s expense. The party seeking indemnification Indemnitor shall have not consent to the right to participate entry of a judgment or enter into any settlement with respect thereto, unless (i) the judgment or settlement provides solely for the payment of monetary damages and does not impose injunctive or other equitable relief against the Indemnitee and (ii) the plaintiff or claimant in the defense thereof matter releases the Indemnitee from all liability or wrongdoing with respect thereto, in each case of clauses (i) and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall not(ii) above, without the prior written consent of the indemnified partyIndemnitee (not to be unreasonably withheld or delayed). For the avoidance of doubt, agree the Indemnitor shall not consent to the settlemententry of a judgment or enter into any settlement with respect to any suit, compromise action, investigation, claim or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of proceeding for which the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party Indemnitor does not assume control the defense in accordance with Section 10.4(b). (d) In all cases in determining whether there has been a breach of a representation or warranty by the Buyer or any Seller for purposes of Section 10, or in determining the amount of any Losses with respect to a breach of a representation or warranty by the Buyer or any Seller for purposes of Section 10, such representations and warranties shall be read without regard to any materiality qualifier (including, without limitation, any reference to Material Adverse Effect or material adverse effect) contained therein; provided, however, that this Section 10.4(d) shall not apply to the representations or warranties contained in Section 5.7(a), Section 5.20, Section 5.21(a), Section 5.21(k), Section 5.24, Section 6.10 or Section 6.11. (e) The indemnification provided for in Section 10 shall survive any investigation at any time made by or on behalf of the defense Indemnitee or any knowledge or information that the Indemnitee may have. (f) All Losses recoverable by an Indemnitee shall be net of (i) insurance proceeds received by such claims Indemnitee or its Affiliates and (ii) any other amounts recovered and received by an Indemnitee or its Affiliates from a third party or the Fund, whether by way of payment, discount, credit, off-set, counterclaim, indemnification (including, without limitation, indemnification by the Fund), contribution or otherwise, net of any costs incurred to pursue such recovery; provided, however, that an Indemnitee shall have no obligation to seek recovery from insurance or any other indemnification, contribution or other payment. If any such insurance proceeds and/or other amounts are received by an Indemnitee or its Affiliates after the Indemnitor pays any amount pursuant to this Section 10, the Indemnitee shall promptly repay to the Indemnitor the amount such Indemnitor would not have had to pay pursuant to this Section 10 had such proceeds and/or other amounts been received by the Indemnitee or its Affiliates prior to such Indemnitor’s payment under this Section 10 to the Indemnitee. (g) Each party acknowledges and agrees that, except as provided in Section 7.5(d), Section 8.4(c) and Section 15.10 or in the case of fraud with scienter, its sole and exclusive remedy following the Closing with respect to any and all claims under or relating to this Agreement shall be pursuant to the indemnification provisions set forth in this Section 10.3, the indemnified party 10. (h) No Indemnitee shall have the right be entitled to defend such claim in such manner as it may deem appropriate at the cost and expense double recovery for any indemnifiable Loss by reason of the indemnifying partystate of facts giving rise to such Loss, even though such Loss may have resulted from the breach of more than one of the representations, warranties and the indemnifying party shall promptly reimburse the indemnified party therefore covenants, or any other indemnity, in accordance with this Section 10.3Agreement.

Procedures for Indemnification. With respect to any third-Promptly after receipt by an indemnified party claims, either party shall give the other party prompt under Sections 12.2 and 12.3 of notice of the commencement of any third-action for which indemnification may be available under Section 12.2 or 12.3, such indemnified party claim. The 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 give such notice notify that indemnifying party shall not relieve the indemnifying party from it of any liability that it may have to the any indemnified party under Article 9 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’s ability party of the commencement thereof, the indemnifying party shall be entitled to defend participate therein and, to the extent that it shall elect, to assume the defense thereof with counsel reasonably satisfactory to such suit 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 claim is materially prejudiced any other expenses, in each case incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel if 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) no compromise or settlement thereof may be effected by the failure to give such notice. The indemnifying party without the indemnified party's consent (which shall not be unreasonably withheld) unless (i) there is no finding or admission or any violation of 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 (b) the indemnifying party shall have the right no liability with respect to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms settlement thereof effected without its consent (which will shall not be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3unreasonably withheld).

Procedures for Indemnification. With (a) No Seller Indemnifying Party shall be liable for any claim for indemnification under this Article VIII unless written notice of a claim for indemnification is delivered by the Purchaser Indemnified Party seeking indemnification to the Seller Indemnifying Party from whom indemnification is sought prior to the expiration of any applicable survival period set forth in Section 8.01 (in which event the claim shall survive until finally and fully resolved). If any third party notifies the Purchaser Indemnified Party with respect to any third-party claimsmatter which may give rise to a claim for indemnification (a “Third Party Claim”) against the Seller Indemnifying Party under this Article VIII, either party then the Purchaser Indemnified Party shall give notify the other party prompt notice Seller Indemnifying Party reasonably promptly thereof in writing; provided, that no delay on the part of any third-party claim. The failure to give such notice the Purchaser Indemnified Party in notifying the Seller Indemnifying Party shall not relieve the indemnifying party Seller Indemnifying Party from any liability that it may have to the indemnified party under Article 9 obligation hereunder except to the extent that the indemnifying partySeller Indemnifying Party is actually and materially prejudiced thereby. All notices given pursuant to this Section 8.05(a) shall describe with reasonable specificity the nature of the claim, the amount of the claim (to the extent then known) and the basis of the Purchaser Indemnified Party’s ability claim for indemnification. (b) Following receipt of notice in accordance with Section 8.05(a) (other than a notice of a Third Party Claim against the Purchaser Indemnified Party, in which case Section 8.05(c) below shall apply), the Seller Indemnifying Party shall have thirty (30) days from the date it receives such notice (the “Dispute Period”) to defend make such suit investigation of the claim as the Seller Indemnifying Party deems necessary or desirable. For purposes of such investigation, the Purchaser Indemnified Party shall make available to the Seller Indemnifying Party all the material information related to such claim relied upon by or in possession or control of, the Purchaser Indemnified Party; provided, that such Purchaser Indemnified Party shall not be required to violate any Governmental Order or any applicable Law to which it is subject or to waive any attorney-client privilege or work product doctrine which any of them may possess or that may otherwise apply to such information. If the Seller Indemnifying Party disagrees with the validity or amount of all or a portion of such claim made by the Purchaser Indemnified Party, the Seller Indemnifying Party shall deliver to the Purchaser Indemnified Party written notice thereof (the “Dispute Notice”) prior to the expiration of the Dispute Period. If no Dispute Notice is received by the Purchaser Indemnified Party within the Dispute Period or the Seller Indemnifying Party provides notice that it does not have a dispute with respect to such claim, such claim shall be deemed approved and consented to by the Seller Indemnifying Party (such claim, an “Approved Indemnification Claim”). If a Dispute Notice is received by the Purchaser Indemnified Party within the Dispute Period and the Purchaser Indemnified Party and the Seller Indemnifying Party do not agree to the validity and/or amount of such disputed claim, no payment shall be made until such disputed claim is materially prejudiced resolved, whether by adjudication of such matter, agreement between the Purchaser Indemnified Party and the Seller Indemnifying Party, or otherwise (and upon any such resolution, such claim shall be deemed to be an Approved Indemnification Claim). Each Approved Indemnification Claim shall be paid by Sellers or Parent and Purchaser, as applicable, no later than five (5) Business Days after the date on which the subject claim became an Approved Indemnification Claim, in each case by wire transfer of immediately available funds to the account designated in writing by the failure party entitled to give such noticepayment. (c) After the Purchaser Indemnified Party has given notice of a Third Party Claim to the Seller Indemnifying Party pursuant to Section 8.05(a), the Seller Indemnifying Party may, at its election, undertake and conduct the defense of such Third Party Claim at its own expense; provided, that the Seller Indemnifying Party fully acknowledges in writing its indemnification obligations to the Purchaser Indemnified Party. The indemnifying party In such case, the Purchaser Indemnified Party may continue to participate in the defense of such Third Party Claim. If the Seller Indemnifying Party assumes the defense of any Third Party Claim, and unless (i) such settlement or consent to judgment does not impose or purport to impose any obligation or restriction on such Purchaser Indemnified Party or any of its Affiliates or any action or restrictions upon the conduct of the businesses of the Purchaser Indemnified Party or any of its Affiliates, (ii) the Purchaser Indemnified Party receives a full release of and from any other claims that may be made against the Purchaser Indemnified Party in connection with such Third Party Claim, (iii) the sole relief provided is monetary damages that are paid in full by the Seller Indemnifying Party, and (iv) there is no finding or admission of any violation by the Purchaser Indemnified Party of any applicable Law or any rights of any Person, the Seller Indemnifying Party shall have not settle or consent to judgment with respect to such Third Party Claim without the right written consent of the Purchaser Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary, the Seller Indemnifying Party shall not be entitled to assume the administration and defense of any Third Party Claim that involves any Material Customer or Material Supplier or if: (i) the Seller Indemnifying Party has failed to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification Third Party Claim within thirty (30) calendar days of the first receipt Purchaser Indemnified Party’s delivery of notice of such noticeThird Party Claim to the Seller Indemnifying Party, (ii) the aggregate amount reasonably expected to be incurred in connection with such Third Party Claim and all other outstanding claims on the RWI Indemnity Escrow Funds exceeds 150% of the remaining amount of the RWI Indemnity Escrow Funds, (iii) such Third Party Claim involves criminal or quasi-criminal allegations, (iv) the Third Party Claim includes a claim for injunctive relief, or (v) any Seller is the Seller Indemnifying Party and (A) Purchaser or the Insurer is required to assume the defense of the Third Party Claim pursuant to the terms thereof or (B) any Seller’s assumption of the defense of the Third Party Claim would reasonably be expected to cause a Purchaser Indemnified Party to lose coverage under the R&W Insurance Policy. The Purchaser Indemnified Party and the party seeking indemnification Seller Indemnifying Party shall cooperate fully with the indemnifying party render to each other such assistance as may reasonably be required of each other in order to ensure proper and adequate defense of such matter, at any Third Party Claim subject to this Section 8.05. To the indemnifying party’s expense. The party seeking indemnification shall have extent that the right to Purchaser Indemnified Party or the Seller Indemnifying Party does not participate in the defense thereof of a particular Third Party Claim, the Person so proceeding with such Third Party Claim shall keep the other Person informed of all material developments and events relating to employ counsel, at such Third Party Claim. No Purchaser Indemnified Party shall settle or consent to judgment with respect to any Third Party Claim for which the Seller Indemnifying Party has provided a written acknowledgement of its own expense, separate from indemnification obligations to the counsel employed by the indemnifying party. The indemnifying party shall not, Purchaser Indemnified Party without the prior written consent of the indemnified partySeller Indemnifying Party, agree to the settlementwhich consent shall not be unreasonably withheld, compromise conditioned or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3delayed.

Procedures for Indemnification. With (a) No Seller Indemnifying Party shall be liable for any claim for indemnification under this Article VII unless written notice of a claim for indemnification is delivered by the Purchaser Indemnified Party seeking indemnification to the Seller Indemnifying Party from whom indemnification is sought prior to the expiration of any applicable survival period set forth in Section 7.01 (in which event the claim shall survive until finally and fully resolved). If any third party notifies the Purchaser Indemnified Party with respect to any third-party claimsmatter which may give rise to a claim for indemnification (a “Third Party Claim”) against the Seller Indemnifying Party under this Article VII, either party then the Purchaser Indemnified Party shall give notify the other party prompt notice Seller Indemnifying Party reasonably promptly thereof in writing; provided, that no delay on the part of any third-party claim. The failure to give such notice the Purchaser Indemnified Party in notifying the Seller Indemnifying Party shall not relieve the indemnifying party Seller Indemnifying Party from any liability that it may have to the indemnified party under Article 9 obligation hereunder except to the extent that the indemnifying partySeller Indemnifying Party is actually and materially prejudiced thereby. All notices given pursuant to this Section 7.05(a) shall describe with reasonable specificity the nature of the claim, the amount of the claim (to the extent then known) and the basis of the Purchaser Indemnified Party’s ability claim for indemnification. (b) Following receipt of notice in accordance with Section 7.05(a) (other than a notice of a Third Party Claim against the Purchaser Indemnified Party, in which case Section 7.05(c) below shall apply), the Seller Indemnifying Party shall have thirty (30) days from the date it receives such notice (the “Dispute Period”) to defend make such suit investigation of the claim as the Seller Indemnifying Party deems necessary or desirable. For purposes of such investigation, the Purchaser Indemnified Party shall make available to the Seller Indemnifying Party all the material information related to such claim relied upon by or in possession or control of, the Purchaser Indemnified Party; provided, that such Purchaser Indemnified Party shall not be required to violate any Governmental Order or any applicable Law to which it is subject or to waive any attorney-client privilege or work product doctrine which any of them may possess or that may otherwise apply to such information. If the Seller Indemnifying Party disagrees with the validity or amount of all or a portion of such claim made by the Purchaser Indemnified Party, the Seller Indemnifying Party shall deliver to the Purchaser Indemnified Party written notice thereof (the “Dispute Notice”) prior to the expiration of the Dispute Period. If no Dispute Notice is received by the Purchaser Indemnified Party within the Dispute Period or the Seller Indemnifying Party provides notice that it does not have a dispute with respect to such claim, such claim shall be deemed approved and consented to by the Seller Indemnifying Party (such claim, an “Approved Indemnification Claim”). If a Dispute Notice is received by the Purchaser Indemnified Party within the Dispute Period and the Purchaser Indemnified Party and the Seller Indemnifying Party do not agree to the validity and/or amount of such disputed claim, no payment shall be made until such disputed claim is materially prejudiced resolved, whether by adjudication of such matter, agreement between the Purchaser Indemnified Party and the Seller Indemnifying Party, or otherwise (and upon any such resolution, such claim shall be deemed to be an Approved Indemnification Claim). Each Approved Indemnification Claim shall be paid by Sellers or Parent and Purchaser, as applicable, no later than five (5) Business Days after the date on which the subject claim became an Approved Indemnification Claim, in each case by wire transfer of immediately available funds to the account designated in writing by the failure party entitled to give such noticepayment. (c) After the Purchaser Indemnified Party has given notice of a Third Party Claim to the Seller Indemnifying Party pursuant to Section 7.05(a), the Seller Indemnifying Party may, at its election, undertake and conduct the defense of such Third Party Claim at its own expense; provided, that the Seller Indemnifying Party fully acknowledges in writing its indemnification obligations to the Purchaser Indemnified Party. The indemnifying party In such case, the Purchaser Indemnified Party may continue to participate in the defense of such Third Party Claim. If the Seller Indemnifying Party assumes the defense of any Third Party Claim, and unless (i) such settlement or consent to judgment does not impose or purport to impose any obligation or restriction on such Purchaser Indemnified Party or any of its Affiliates or any action or restrictions upon the conduct of the businesses of the Purchaser Indemnified Party or any of its Affiliates, (ii) the Purchaser Indemnified Party receives a full release of and from any other claims that may be made against the Purchaser Indemnified Party in connection with such Third Party Claim, (iii) the sole relief provided is monetary damages that are paid in full by the Seller Indemnifying Party, and (iv) there is no finding or admission of any violation by the Purchaser Indemnified Party of any applicable Law or any rights of any Person, the Seller Indemnifying Party shall have not settle or consent to judgment with respect to such Third Party Claim without the right written consent of the Purchaser Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary, the Seller Indemnifying Party shall not be entitled to assume the administration and defense of any Third Party Claim if: (i) the Seller Indemnifying Party has failed to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification Third Party Claim within thirty (30) calendar days of the first receipt Purchaser Indemnified Party’s delivery of notice of such noticeThird Party Claim to the Seller Indemnifying Party, (ii) the aggregate amount reasonably expected to be incurred in connection with such Third Party Claim and all other outstanding claims on the RWI Indemnity Escrow Funds exceeds 150% of the remaining amount of the RWI Indemnity Escrow Funds, (iii) such Third Party Claim involves criminal or quasi-criminal allegations, (iv) the Third Party Claim includes a claim for injunctive relief, or (v) any Seller is the Seller Indemnifying Party and (A) Purchaser or the Insurer is required to assume the defense of the Third Party Claim pursuant to the terms thereof or (B) any Seller’s assumption of the defense of the Third Party Claim would reasonably be expected to cause a Purchaser Indemnified Party to lose coverage under the R&W Insurance Policy. The Purchaser Indemnified Party and the party seeking indemnification Seller Indemnifying Party shall cooperate fully with the indemnifying party render to each other such assistance as may reasonably be required of each other in order to ensure proper and adequate defense of such matter, at any Third Party Claim subject to this Section 7.05. To the indemnifying party’s expense. The party seeking indemnification shall have extent that the right to Purchaser Indemnified Party or the Seller Indemnifying Party does not participate in the defense thereof of a particular Third Party Claim, the Person so proceeding with such Third Party Claim shall keep the other Person informed of all material developments and events relating to employ counsel, at such Third Party Claim. No Purchaser Indemnified Party shall settle or consent to judgment with respect to any Third Party Claim for which the Seller Indemnifying Party has provided a written acknowledgement of its own expense, separate from indemnification obligations to the counsel employed by the indemnifying party. The indemnifying party shall not, Purchaser Indemnified Party without the prior written consent of the indemnified partySeller Indemnifying Party, agree to the settlementwhich consent shall not be unreasonably withheld, compromise conditioned or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3delayed.

Procedures for Indemnification. With respect to any third-party claims, either party shall give the other party prompt notice of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall Principal Shareholder will have the right to control, at his own cost, the defense of any actions, suits or proceedings that may result in indemnity pursuant to Section 5 (an “Excess Price Proceeding”) with counsel reasonably satisfactory to the Company. If the Principal Shareholder does not elect to assume the defense control of an Excess Price Proceeding within three (at its own expense3) days after the commencement of any such claim through counsel of its own choosing by so notifying Excess Price Proceeding, then the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, Company will assume and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in control, at its own cost, the defense thereof of any Excess Price Proceeding. If the Company controls the defense of any Excess Price Proceeding, the Company shall (a) obtain the written consent of the Principal Shareholder to the selection of legal counsel to the Company for the defense of any such claims (which consent shall not be unreasonably withheld, delayed or conditioned), (b) reasonably consult, and cause the Company’s legal counsel to employ counselreasonably consult, with the Principal Shareholder and its legal counsel regarding such defense upon the Principal Shareholder’s reasonable request, (c) keep the Principal Shareholder and its legal counsel reasonably informed of any material developments in such action, suit or proceeding, and (d) prior to compromising or settling any Excess Price Proceeding, obtain the prior written consent of the Principal Shareholder (which consent will not be unreasonably withheld, delayed or conditioned). The Company will have the right, at its own expense, separate from to engage legal counsel to participate in the defense of such action, suit or proceeding. If the Principal Shareholder controls the defense of any Excess Price Proceeding, the Principal Shareholder shall (a) obtain the written consent of the Company to the selection of legal counsel employed by to the indemnifying party. The indemnifying party Principal Shareholder for the defense of any such claims (which consent shall notnot be unreasonably withheld, without delayed or conditioned), (b) reasonably consult, and cause his legal counsel to reasonably consult, with the Company and its legal counsel regarding such defense upon the Company’s reasonable request, (c) keep the Company and its legal counsel reasonably informed of any material developments in such action, suit or proceeding, and (d) prior to compromising or settling any Excess Price Proceeding, obtain the prior written consent of the indemnified partyCompany (which consent will not be unreasonably withheld, agree to delayed or conditioned). The Company will give the settlement, compromise or discharge Principal Shareholder written notice of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of all claims for indemnification under this Agreement and the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense amount of such claims promptly upon their determination, provided that the failure to provide any such notice shall not prejudice the rights of the Company to indemnification hereunder. All such claims shall be satisfied by the Principal Shareholder by payment of such obligation directly to the current or former shareholder of the Company entitled to such indemnifiable amount within five business days of receipt of such notice by wire transfer of immediately available funds to an account or accounts specified by such current or former shareholder, or at such other time and in such other manner as may otherwise be provided in this Section 10.3, the indemnified party shall have the right any final Order not subject to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3further appeal or any final binding settlement agreement.

Procedures for Indemnification. The procedures for indemnification shall be as follows: A. The party claiming the indemnification (the "Claimant") shall promptly give notice to the party from whom indemnification is claimed (the "Indemnifying Party") of any claim, whether between the parties or brought by a third party, specifying in reasonable detail, to the extent known (i) the factual basis for such claim, and (ii) the amount of the claim. If the claim relates to an action, suit or proceeding filed by a third party against Claimant, such notice shall be given by Claimant within five (5) days after written notice of such action, suit or proceeding was given to Claimant. Notwithstanding the foregoing, any delay in providing such notice shall not affect the Claimant's rights hereunder except to the extent the Indemnifying Party is actually prejudiced by such delay. B. Following receipt of notice from the Claimant of a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of said thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, or if the Indemnifying Party does not respond to such notice, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedy. C. With respect to any thirdclaim by a third party as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right at its own expense, to participate in or assume control of the defense of such claim, and the Claimant shall cooperate fully with the Indemnifying Party, subject to reimbursement for reasonable actual out-party claims, either party shall give of-pocket expenses incurred by the other party prompt notice Claimant as the result of a request by the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of any third-party claim. The failure to give such notice shall not relieve , the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification Claimant shall have the right to participate in the defense thereof and to employ counsel, of such claim at its own expense. D. If a claim, separate from whether between the counsel employed parties or by the indemnifying party. The indemnifying party shall not, without the prior written consent of the indemnified a third party, agree requires immediate action, the parties will make all reasonable efforts to reach a decision with respect thereto as expeditiously as possible. E. If the settlement, compromise Indemnifying Party does not elect to assume control or discharge otherwise participate in the defense of such third-any third party claim, unless it shall be bound by the results obtained in good faith by the Claimant with respect to such settlementclaim. F. The indemnification rights provided in Sections 10.2 and 10.3 shall extend to the shareholders, compromise or discharge includes an unconditional release directors, officers, partners employees and representatives of the party seeking indemnification from all liability on claims that are Claimant although for the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control purpose of the defense of such claims as provided procedures set forth in this Section 10.310.4, any indemnification claims by such parties shall be made by and through the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3Claimant.

Procedures for Indemnification. With respect (a) If a party entitled to indemnification under this Section 11 (an “Indemnified Party”) asserts that it has suffered or incurred a Loss for which it is entitled to indemnification or that a party obligated to indemnify it has become obligated to such Indemnified Party, or if any third-suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnified Party may become entitled to indemnification or a party claimsobligated to indemnify it has become obligated to an Indemnified Party, either party such Indemnified Party shall give prompt written notice to (i) in the other party prompt case of a claim for indemnification pursuant to Section 11.2(a), the applicable Seller against whom such claim is asserted, (ii) in the case of a claim for indemnification pursuant to Section 11.2(b), the Seller Representative, and (iii) in the case of a claim for indemnification pursuant to Section 11.3, the Buyer (each such person, an “Indemnifying Party”). No delay in delivering such written notice to the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder or prevent the Indemnifying Party from recovering in respect of any third-party claim. The failure claim for indemnification pursuant to give such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 except and in accordance with this Section 11 unless, and then solely to the extent that that, the indemnifying party’s ability to defend such suit or claim Indemnifying Party is actually and materially prejudiced thereby. Such notice by the failure Indemnified Party will describe the claim giving rise to give 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 thirty (30) days after delivery of a notice pursuant to this Section 11.5 (the “Response Period”), the Indemnifying Party shall deliver to the Indemnified Party a written response to such notice. The indemnifying party 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 have the right use their reasonable best efforts to assume the defense (at its own expense) of any settle such claim through counsel of its own choosing by so notifying the party seeking indemnification disputed matters within thirty (30) calendar days following the expiration of the Response Period. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 (and any similar state laws) shall apply to all offers to compromise made by the parties hereto during any such negotiations and any subsequent dispute arising therefrom. If the parties are unable to reach agreement within such thirty (30)-day period, the dispute may be resolved by any legally available means consistent with the provisions of Section 15.2. (b) This Section 11.5(b) shall apply to any suit, action, investigation, claim or proceeding asserted by a third party against an Indemnified Party (a “Third-Party Claim”). In the event an Indemnified Party has written notice of a Third-Party Claim, such Indemnified Party shall notify the Indemnifying Party in writing (and in reasonable detail regarding) the Third-Party Claim promptly (and in any event, within ten (10) Business Days) after receipt by such Indemnified Party on written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect any rights of the Indemnified Party under this Agreement except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure. Thereafter, the Indemnified Party and the Indemnifying Party shall promptly deliver following receipt thereof, a copy of all material written notices and documents (including court papers) received by either of them relating to the Third-Party Claim. If a Third-Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, upon written notice given to the Indemnified Party within twenty (20) days of the first receipt of the Indemnifying Party of the notice of such noticeThird-Party Claim (or, if sooner, the date that is ten (10) Business Days prior to the time any response to such Third-Party Claim is required), assume and control the party seeking indemnification defense thereof with counsel selected by the Indemnifying Party and not reasonably objected to by the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall cooperate fully not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the indemnifying party in defense thereof, unless (i) the employment of such mattercounsel has been specifically authorized in writing by the Indemnifying Party, at (ii) the indemnifying party’s expenseIndemnified Party shall have been advised by counsel that the assumption of such defense by the Indemnifying Party would be inappropriate due to an actual or potential conflict of interest, or (iii) the Indemnified Party shall have been advised by counsel that one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party (provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one firm of counsel for all Indemnified Parties, other than local counsel). The party seeking indemnification If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expenseexpense (except as provided in the immediately preceding sentence) counsel not reasonably objected to by the Indemnifying Party, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood that the Indemnifying Party shall control such defense and shall be empowered to make any settlement with respect to such Third-Party Claim, subject to the remaining terms of this Section 11.5(b). The indemnifying party Indemnifying Party shall notbe liable for the 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 (other than during any period in which the Indemnified Party shall have failed to give notice of a Third-Party Claim as provided above). In connection with any Third-Party Claim, all the parties shall cooperate and shall cause their Affiliates to reasonably cooperate 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 that are reasonably relevant to such Third-Party Claim, and making employees available on any basis reasonably requested by the Indemnifying Party to provide additional information and explanation of any material provided hereunder or otherwise relating to the Third-Party Claim, provided, however, that (x) the Indemnified Party shall not be required to produce any records or information (1) that may constitute privileged attorney-client communications and the transfer of which, or the provision of access to which, as reasonably determined by the Indemnified Party’s counsel, would reasonably be expected to constitute a waiver of any such privilege or (2) if the provision of access to such document (or applicable portion thereof) or information, as determined by the Indemnified Party’s counsel, would reasonably be expected to conflict with Applicable Laws (provided that the Indemnified Party shall use reasonable best efforts to allow for such access in a manner that does not result in the events set out in the preceding clauses (1) and (2) (including (if applicable) executing a common interest agreement with respect to such information)) and (y) any reasonable out-of-pocket costs or expenses incurred by the Indemnified Party in connection with any such cooperation shall be borne solely by the Indemnifying Party and reimbursed to the Indemnified Party. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld or delayed), unless the Indemnified Party reasonably determines that a failure to admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim may result in a Governmental Entity initiating or continuing to pursue an Action against the Indemnified Party or any of its Affiliates, which if such Action were successful, would reasonably be expected to be materially detrimental to the Person against which such Action were to be initiated. If the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the prior written consent of the indemnified partyIndemnified Party, agree to the unless such admission, settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release (1) obligates the Indemnifying Party to pay the full amount of the party seeking indemnification from all liability on claims that are in connection with such Third-Party Claim, (2) releases the subject matter Indemnified Party completely in connection with such Third-Party Claim, (3) does not contain any admission of such proceeding and such settlement, compromise wrongdoing or discharge is exclusively on financial terms which will be paid misconduct by the indemnifying party. If the indemnifying party Indemnified Party and (4) does not involve any injunction or other equitable relief or relief for other than money damages against the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of the defense of any Third-Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such claims as provided Third-Party Claim) if (i) such Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party or its Affiliates, (ii) such Third-Party Claim relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation against the Indemnified Party; (iii) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim; or (iv) such Third-Party Claim has been brought by a Governmental Entity. (c) To the extent of any conflict between Section 10.2(b) and this Section 10.311.5, the indemnified party Section 10.2(b) shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3govern.

Procedures for Indemnification. With respect Parent agrees to any third-party claims, either party shall give the other party prompt notice to the Shareholder Representative of the assertion of any third-party claim. The , 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 relieve affect the indemnifying party from any liability that it may have to rights of the indemnified party under Article 9 Parent Indemnified Parties except to the extent that the indemnifying party’s ability to defend such suit or claim is Company Shareholders are materially prejudiced by the failure to give such noticefailure. The indemnifying party notice shall have state the right 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. If the Shareholder Representative admits responsibility for indemnification with respect to assume such claim, the Shareholder Representative shall be entitled to control the defense (at its own expense) of any such claim through counsel of its suit, action or proceeding at his own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking Parent Indemnified Party shall cooperate with the Shareholder Representative in such defense; provided that the Parent Indemnified Party shall not be obligated to incur any out-of-pocket expenses except to the extent the Shareholder Representative agrees in writing to reimburse the Parent Indemnified Party for such expenses as they are incurred. The Company Shareholders shall not be liable for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnification may be sought hereunder; provided that such consent shall have not be unreasonably withheld. Without the right to participate consent of Parent, which consent shall not be unreasonably withheld, the Shareholder Representative shall not settle any claim, litigation or proceeding in respect of which indemnity may be sought hereunder if such settlement involves an admission of liability or wrongdoing on the part of the Parent Indemnified Party, or a restriction on the operation of Parent's or the Parent Indemnified Party's business in the defense thereof and to employ counsel, at its own expense, separate from future or would materially adversely affect the counsel employed by the indemnifying party. The indemnifying party shall not, without the prior written consent Tax liability of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3Parent Indemnified Party.

Procedures for Indemnification. With respect If a party entitled to indemnification under this Section 10 (an "Indemnitee") asserts that a party obligated to indemnify it under this Section 10 (an "Indemnitor") has become obligated to such Indemnitee pursuant to Section 10.2 or 10.3, or if any third-party claimssuit, either party action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnitor may become obligated to an Indemnitee hereunder (a "Third Party Claim"), such Indemnitee shall give prompt written notice thereof to the other party Indemnitor; provided, however, that the failure of the Indemnitee to give prompt notice of any third-party claim. The failure to give such notice the Indemnitor shall not relieve release the indemnifying party from any liability that it may have to the indemnified party under Article 9 Indemnitor of its indemnification obligations hereunder, except to the extent that the indemnifying party’s ability to defend such suit or claim is materially Indemnitor shall have been prejudiced by the failure to give such lack of timely and adequate notice. The indemnifying party Indemnitor shall have the right right, but not the obligation, upon written notice to assume the Indemnitee within 15 days of receipt of notice of commencement of a Third Party Claim, to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee. If the Indemnitor assumes the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying Third Party Claim, the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 Indemnitor shall not, without the prior written consent of the indemnified partyIndemnitee, agree enter into any settlement or compromise or consent to the settlement, compromise or discharge entry of any judgment with respect to such third-party claim, unless Third Party Claim if such settlement, compromise or discharge includes judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the party seeking indemnification Indemnitee from all liability on claims that are the subject matter in respect of such proceeding and such settlement, compromise Third Party Claim or discharge is exclusively (iii) imposes equitable remedies or any obligation on financial terms the Indemnitee other than solely the payment of money damages for which the Indemnitee will be paid by the indemnifying partyindemnified hereunder. If the indemnifying party does Indemnitor so elects to defend, contest or otherwise protect the Indemnitee, the Indemnitee shall (i) make available to the Indemnitor all relevant books and records in its possession and (ii) cooperate and assist the Indemnitor to the extent reasonably possible. The Indemnitee shall have the right, but not assume control the obligation, to participate in the defense thereof by counsel of the defense Indemnitee's choice, but the fees and expenses of such claims as provided in this Section 10.3counsel shall be at the expense of the Indemnitee unless the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee, and the Indemnitee reasonably determines, based upon a written opinion of outside counsel, that representation by counsel to the Indemnitor of both the Indemnitee and the Indemnitor may present such counsel with a conflict of interest. If the Indemnitor fails to defend, contest or otherwise protect against such Third Party Claim, the indemnified party Indemnitee shall have the right to defend such claim in such manner as it may deem appropriate at do so, including, without limitation, the cost and expense of the indemnifying partyright to make any compromise or settlement thereof, and the indemnifying party Indemnitee shall promptly reimburse be entitled to recover the indemnified party therefore in accordance with entire cost thereof from the Indemnitor, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding; provided that the Indemnitee shall not compromise or settle any such suit, action, investigation, claim or proceeding without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. In the event of any conflict between the provisions of this Section 10.310.4 and the provisions of Section 9, the provisions of Section 9, as they relate solely to Tax liabilities, shall govern.

Procedures for Indemnification. With respect If a party entitled to indemnification under this Section 11 (an “Indemnitee”) asserts that a party obligated to indemnify it under this Section 11 (an “Indemnitor”) has become obligated to such Indemnitee pursuant to Section 11.2 or Section 11.3, or if any third-party claimssuit, either party action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnitor may become obligated to an Indemnitee hereunder, such Indemnitee shall give written notice thereof to the other party prompt notice Indemnitor describing, in reasonable detail, the nature of the claim and indicating the amount (estimated, if necessary) of any third-party claimLosses that have been or may be sustained by such Indemnitee. The failure Indemnitor shall have the right, but not the obligation, to give defend, contest or otherwise protect the Indemnitee against any such notice suit, action, investigation, claim or proceeding at its sole cost and expense. If the Indemnitor so elects to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding, the Indemnitee shall not relieve the indemnifying party from any liability that it may have (i) make available to the indemnified party under Article 9 except Indemnitor all relevant books and records in its possession, (ii) cooperate with and assist the Indemnitor to the extent that the indemnifying party’s ability to defend reasonably possible and (iii) not compromise or settle any such suit suit, action investigation, claim or claim is materially prejudiced by the failure to give such noticeproceeding. The indemnifying party Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnitee’s choice. If the Indemnitor fails to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnitee shall have the right to assume do so and the defense Indemnitee shall be entitled to recover the entire cost thereof from the Indemnitor (at its own expense) to the extent constituting indemnifiable Losses under this Section 11 and subject to the provisions of this Section 11), including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding and that constitute indemnifiable Losses under this Section 11, provided that the Indemnitee shall not compromise or settle any such suit, action, investigation, claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, or proceeding without the prior written consent of the indemnified partyIndemnitor, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will consent shall not be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3unreasonably withheld.

Procedures for Indemnification. With respect If a Purchaser Indemnitee asserts that it is entitled to indemnification under this Article XIV, or if any third-party claimssuit, either party action, investigation, claim or proceeding (each, a "PROCEEDING") is begun, made or instituted as a result of which the Purchaser Indemnitee may become entitled to indemnification hereunder, such Purchaser Indemnitee shall give prompt written notice to the other party prompt notice Principal Stockholders; PROVIDED, HOWEVER, that no delay on the part of any third-party claim. The failure to give such notice the Purchaser Indemnitee in notifying the Principal Stockholders shall not relieve the indemnifying party Principal Stockholders from any liability that it may have to the indemnified party under Article 9 except obligation hereunder unless, and then solely to the extent that that, the indemnifying party’s ability to defend such suit or claim is Principal Stockholders are materially prejudiced by the failure to give such noticethereby. The indemnifying party Principal Stockholders shall defend, contest or otherwise protect the Purchaser Indemnitee against any such Proceeding at their sole cost and expense. The Purchaser Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Purchaser Indemnitee's choice and shall in any event cooperate with and assist the Principal Stockholders to the extent reasonably possible. If the Principal Stockholders fail timely to defend, contest or otherwise protect against such Proceeding, the Purchaser Indemnitee shall have the right to do so, and the Purchaser Indemnitee shall be entitled to recover the entire cost thereof, including, without limitation, reasonable attorneys' fees, disbursements and amounts paid as the result of such Proceeding. If the Principal Stockholders assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty Proceeding, (30i) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, no compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense settlement of such claims as provided in this Section 10.3may be effected without the Purchaser' consent, the indemnified party which shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense not be unreasonably withheld, unless (x) there is no finding or admission of any violation of federal, state, local, municipal, foreign, international, multinational or other administrative order, law, ordinance, principal of common law, regulation, statute or treaty or any violation of the indemnifying party, rights of any Person and no effect on any other claims that may be made against Purchaser Indemnitee and (y) the indemnifying party shall promptly reimburse sole relief provided is monetary damages that are paid in full by the indemnified party therefore in accordance Principal Stockholders; and (ii) the Purchaser Indemnitees will have no liability with this Section 10.3respect to any compromise or settlement of such claims effected without the Purchaser Indemnitee's consent.

Procedures for Indemnification. With respect (a) If a party entitled to indemnification under this Article 10 (an “Indemnitee”) asserts that a party obligated to indemnify it under this Article 10 (an “Indemnitor”) has become obligated to such Indemnitee pursuant to Section 10.2 or 10.3, or if any third-party claimssuit, either party action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnitor may become obligated to an Indemnitee under Section 10.2 or 10.3, such Indemnitee shall give prompt written notice thereof to the other party prompt notice Indemnitor; provided, however, that the failure of any third-party claim. The failure the Indemnitee to give such notice to the Indemnitor shall not relieve release the indemnifying party from any liability that it may have to the indemnified party under Article 9 Indemnitor of its indemnification obligations hereunder, except to the extent that the indemnifying party’s ability to defend such suit or claim is materially Indemnitor shall have been prejudiced by the failure to give such noticefailure. The indemnifying party Indemnitor shall have the right, but not the obligation, to defend, contest or otherwise protect the Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense. If the Indemnitor so elects to defend, contest or otherwise protect the Indemnitee, the Indemnitee shall (i) make available to the Indemnitor all relevant books and records in its possession and (ii) cooperate and assist the Indemnitor to the extent reasonably possible. The Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Indemnitee’s choice. If the Indemnitor fails to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnitee shall have the right to assume do so, including, without limitation, the defense (at its own expense) of right to make any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such noticecompromise or settlement thereof, and the party seeking indemnification Indemnitee shall cooperate fully with be entitled to recover the indemnifying party in defense entire cost thereof from the Indemnitor, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such mattersuit, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counselaction, at its own expenseinvestigation, separate from the counsel employed by the indemnifying party. The indemnifying party shall not, without the prior written consent of the indemnified party, agree to the settlement, compromise claim or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3proceeding.

Procedures for Indemnification. With (a) Promptly after receipt by a party entitled to indemnification hereunder (the "INDEMNITEE") of written notice of the assertion or the commencement of any Proceeding by a third-party with respect to any third-party claimsmatter referred to in SECTIONS 10.2 or 10.3, either party the Indemnitee shall give written notice thereof to the other party prompt obligated to indemnify Indemnitee (the "INDEMNITOR"), which notice shall include a description of any third-party claim. The 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 such the Indemnitor notice as provided herein shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 Indemnitor of its obligations hereunder except to the extent that the indemnifying party’s ability Indemnitor is prejudiced thereby. A claim for indemnification for any matter not involving a third-party Proceeding may be asserted by notice to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking from whom indemnification within thirty is sought and shall be paid promptly after (30i) calendar days of the first Indemnitor's receipt of such notice, or (ii) if the claim is disputed by the Indemnitor, after resolution of the dispute by mutual agreement of the parties or otherwise; provided, however, that prior to the Escrow Termination Date, all Buyer claims for indemnification shall satisfy the requirements of SECTION 2.3 hereof and the party seeking indemnification Escrow Agreement and all Buyer Damages shall cooperate fully with be paid from the indemnifying party in defense Escrow Amount to the extent of such matter, at the indemnifying party’s expensethen-remaining balance thereof. The party seeking indemnification Any Indemnitor shall have the right 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 limitations set forth below) shall be entitled to assume the defense thereof by appointing a nationally recognized and reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; PROVIDED that the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel, at counsel of its own expense, choice for such purpose; PROVIDED that the fees and expenses of such separate from the counsel employed shall be borne by the indemnifying partyIndemnitee (other than any fees and expenses of such separate counsel that are incurred between the date Indemnitee provides to the Indemnitor notice of the claim and 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 reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee). (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 (1) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (2) the claim seeks an injunction or equitable relief against the Indemnitee; (3) the Indemnitee has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee; (4) the claim involves environmental matters in which case the Indemnitee shall have sole control and management authority over the resolution of such claim (including hiring legal counsel and environmental consultants, conducting environmental investigations and cleanups, negotiating with governmental agencies and third parties and defending or settling claims and actions); PROVIDED that the Indemnitee shall keep the Indemnitor apprised of any major developments relating to any environmental claim; (5) upon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such claim, or (6) the Indemnitee reasonably believes that the Buyer Damages or the Seller Damages, as the case may be, relating to the claim could exceed the maximum amount that such Indemnitee could then be entitled to recover under the applicable provisions of ARTICLE 10. The indemnifying party If the Indemnitor shall notcontrol the defense of any such claim, without the Indemnitor shall obtain the prior written consent of the indemnified party, agree to the settlement, compromise Indemnitee before entering into any settlement of a claim or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right ceasing to defend such claim in if, pursuant to or as a result of such manner as it may deem appropriate at settlement or cessation, injunctive or other equitable relief will be imposed against the cost Indemnitee or if such settlement does not expressly and expense of unconditionally release the indemnifying partyIndemnitee from all liabilities and obligations with respect to such claim, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3without prejudice.

Procedures for Indemnification. With respect Promptly after an Indemnified Party has actual knowledge of any Loss as to any third-party claims, either party shall give the other party prompt which such Indemnified Party reasonably believes indemnification may be sought or promptly after such Indemnified Party receives notice of the commencement of any third-party claim. The failure investigation, litigation, action or other proceeding (including any governmental action or proceeding) involving a Loss, such Indemnified Party shall, if a Loss in respect thereof is to give such notice shall not relieve be made against the indemnifying party from any liability that it may have Indemnifying Parties under this Section 8, deliver to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt Indemnifying Parties a written notice of such noticeLoss, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification Indemnifying Parties shall have the right to participate in in, and, to the extent the Indemnifying Parties so desire, to assume control of the defense thereof with counsel mutually satisfactory to Indemnifying Parties and the Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ counsel, at retain its own expense, separate from counsel (the counsel employed fees and expenses of which shall be borne by the indemnifying partyIndemnifying Parties) if, in the reasonable opinion of counsel retained by the Indemnifying Parties, the representation by such counsel of the Indemnified Party and the Indemnifying Parties would be inappropriate due to actual or potential differing interests between such Indemnified Party and the Indemnifying Parties. In the case of an Indemnified Party, the legal counsel referred to in the immediately preceding sentence shall be selected by the Purchasers holding at least a majority in interest of the Securities to which the Loss relates. The indemnifying party Indemnified Party shall cooperate with the Indemnifying Parties in connection with any negotiation or defense of any such action or Loss by the Indemnifying Parties and shall furnish to the Indemnifying Parties information reasonably available to the Indemnified Party which relates to such action or Loss. The Indemnifying Parties shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Indemnifying Parties shall not be liable for any settlement of any Claim effected without its prior written consent; provided, however, that the Indemnifying Parties shall not unreasonably withhold, delay or condition its consent. The Indemnifying Parties shall not, without the prior written consent of the indemnified partyIndemnified Party, agree consent to the settlement, entry of any judgment or enter into any settlement or other compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a full release of the party seeking indemnification from all liability on claims that are in respect to such Loss, action and proceeding. The failure to deliver written notice to the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims Indemnifying Parties as provided in this Agreement shall not relieve the Indemnifying Parties of any liability to the Indemnified Parties under this Section 10.38, except to the indemnified party shall have extent that the right Indemnifying Parties are materially prejudiced in their ability to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3action.

Procedures for Indemnification. With respect to any third-The procedure for indemnification shall be as follows: (a) The party claims, either party claiming indemnification (the "Claimant") shall give written notice to the other party prompt notice from which indemnification is sought (the "Indemnitor") promptly after the Claimant learns of any third-party action, suit or proceeding, the assertion of any claim, or the incurrence of any other Loss covered by the foregoing agreements to indemnify and hold harmless the Claimant, describing in reasonably detail the Loss and the basis on which indemnification is (or, under such assumption, could be) sought. The failure to give such provide prompt notice shall not relieve be deemed to jeopardize Claimant's right to demand indemnification hereunder, provided that Indemnitor is not prejudiced by the indemnifying party from any liability that it may have delay in receiving notice. If Indemnitor is prejudiced, the Claimant's right to indemnification hereunder for the indemnified party under Article 9 except applicable Loss shall be reduced according to the extent of the prejudice caused by the delay. (b) With respect to claims between the parties, following receipt of notice from the Claimant of a claim, the Indemnitor shall have 30 days to make any investigation of the claim that the indemnifying party’s ability Indemnitor deems necessary or desirable, or such lesser time if a 30 day period would jeopardize any rights of Claimant to defend such suit oppose or claim is materially prejudiced protest the claim. For the purpose of this investigation, the Claimant agrees to make available to the Indemnitor and its authorized representatives the information relied upon by the failure Claimant to give such noticesubstantiate the claim. The indemnifying If the Claimant and the Indemnitor cannot agree as to the validity and amount of the claim within the 30-day period, or lesser period if required by this Section (or any mutually agreed upon extension hereof) the Claimant may seek appropriate legal remedies. (c) If an indemnification claim hereunder involves a claim of any third party (a "Third Party Claim"), the Indemnitor shall have the right to assume the defense (at its own expense) of any such claim through undertake in a reasonable manner, by counsel or other representatives of its own choosing by so notifying choosing, the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matterclaim to the extent such Losses are not reasonably likely, at together with any and all other Losses for which Claimant has theretofore claimed indemnity hereunder, to exceed the indemnifying party’s expenseapplicable Indemnity Cap (as hereinafter defined). The party seeking indemnification In the event that the Indemnitor shall elect not to undertake such defense or shall fail to defend such Third Party Claim, the Claimant shall have the right to undertake in a reasonable manner the defense, compromise or settlement of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnitor. Anything in this Section 8.3 to the contrary notwithstanding, (i) the Claimant shall have the right to participate in the defense thereof defense, compromise or settlement of such Third Party Claim (A) at Indemnitor's cost and to employ counsel, at its own expense, separate from if such Third Party Claim could reasonably be expected to result in a non-monetary relief which materially and adversely affects the counsel employed by Claimant or (B) at Claimant's cost and expense, if such Third Party Claim could not reasonably be expected to result in a non-monetary relief which materially and adversely affects the indemnifying party. The indemnifying party Claimant, (ii) the Indemnitor shall not, without the prior Claimant's written consent (such consent not to be unreasonably withheld), settle or compromise any Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the indemnified party, agree giving by the plaintiff to the settlement, compromise or discharge Claimant of such third-party claim, unless such settlement, compromise or discharge includes an unconditional a release of the party seeking indemnification from all liability on claims that are the subject matter in respect of such proceeding Third Party Claim, and such settlement, compromise or discharge is exclusively on financial terms which will be paid by (iii) in the indemnifying party. If event that the indemnifying party does not assume control of the Indemnitor undertakes defense of such claims as provided in any Third Party Claim consistent with this Section 10.3Section, the indemnified party Claimant, by counsel or other representative of its own choosing and at the Claimant's sole cost and expense, shall have the right to defend consult with the Indemnitor and its counsel or other representatives concerning such claim Third Party Claim and the Indemnitor and the Claimant and their respective counsel or other representatives shall cooperate with respect to such Third Party Claim. If any disagreement arises in the joint handling of such manner as it may deem appropriate at Third Party Claim, the cost Indemnitor shall have the right to make the final determination consistent with the requirements of this Section. (d) If any payment is made pursuant to this Section, the Indemnitor shall be subrogated to the extent of such payment (reduced by the aggregate amount of any and expense all Losses incurred by Claimant for which Claimant is not entitled to receive indemnification payments hereunder because such Losses are less than the applicable Basket Amount, are in excess of the indemnifying partyapplicable Indemnity Cap or otherwise (the "Unreimbursed Amounts") to all of the rights of recovery of Claimant, and Claimant shall assign to Indemnitor, for its use and benefit, any and all claims, causes of actions, and demands of whatever kind and nature that Claimant may have against the indemnifying party shall promptly reimburse person, firm, corporation or entity giving rise to the indemnified party therefore Loss for which payment was made. Claimant agrees to reasonably cooperate in accordance with any efforts by Indemnitor to recover such Loss from any person, firm, corporation or entity. Notwithstanding anything herein to the contrary, the Indemnitor's subrogation rights under this Section 10.3are expressly subordinate to any claims that the Claimants may have with respect to Unreimbursed Amounts.

Procedures for Indemnification. With respect to any third-party claims, either party shall give the other party prompt Promptly after service of notice of any third-claim or of process by any third person in any matter in respect of which indemnity may be sought from a party claim. The failure pursuant to give such notice shall not relieve this Agreement, the Party so served will notify the indemnifying party from any liability that it may have to of the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such noticereceipt thereof. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification shall will have the right to participate in the defense thereof and to employ counselin, or assume, at its own expense, separate the defense of any such claim or process (with counsel reasonably acceptable to the indemnified party) or settlement thereof. If the indemnifying party elects to participate in or assume the defense of any such claim or process, it shall have reasonable access to all relevant materials and information to allow it to do so. After notice from the counsel employed indemnifying party of its election to assume the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expense incurred by the indemnifying partyindemnified party in connection with such defense. Such defense will be conducted expeditiously (but with due regard for obtaining the most favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the indemnified party will be advised promptly of all material developments. The indemnifying party shall not, will not settle any such claim without the prior written consent of the indemnified party, agree which consent shall not be unreasonably withheld or delayed. With respect to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are any matter which is the subject matter of any such proceeding claim and as to which the indemnified party fails to give the other party such notice as aforesaid, and such settlement, compromise or discharge is exclusively on financial terms which will be paid by failure adversely affects the indemnifying party. If ability of the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in or materially increases the amount of indemnification which the indemnifying party is obligated to pay hereunder, the amount of indemnification which the indemnified party will be entitled to receive will be reduced to an amount which the indemnified party would have been entitled to receive had such manner notice been timely given. No settlement of any such claim as it may deem appropriate at to which the cost and expense indemnifying party has not elected to assume the defense thereof will be made without the prior written consent of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3which consent will not be unreasonably withheld or delayed.

Procedures for Indemnification. With respect If an event occurs that entitles a Parent Indemnified Party, or that an Parent Indemnified Party reasonably believes entitles it, to any third-party claimsindemnification pursuant to this Article VII, either party Parent, on behalf of such Parent Indemnified Party, shall give promptly notify the other party prompt Securityholder Representative, which notice shall set forth in reasonable detail the basis and amount of such claim; provided that no delay on the part of Parent in notifying the Securityholder Representative shall relieve a Founder of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 or obligation hereunder, except to the extent that the indemnifying party’s ability to defend such suit or claim is Founder has been materially prejudiced by the Parent’s failure to give such notice. The indemnifying party Parent Indemnified Party shall have the right to assume undertake, conduct, control and settle the defense (at its own expense) of any such third party claim through counsel of made after the Effective Time; provided that any judgment, order or settlement to which the Securityholder Representative has not provided its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days prior written consent shall not, in itself, be determinative of the first receipt Founders’ obligation to provide indemnification or reimbursement pursuant to this Article VII (or the amount of such noticeobligation) or that the Company has breached a representation, and the party seeking indemnification warranty, covenant or agreement set forth herein. The Securityholder Representative shall cooperate fully with the indemnifying party Parent Indemnified Party and its counsel in the defense of such matter, at the indemnifying party’s expense. The party seeking indemnification claim and shall have the right be entitled to participate in the defense thereof and to employ counsel, at its own cost and expense, separate from the counsel employed by the indemnifying party. The indemnifying party and Parent shall not, without the prior written consent of the indemnified party, agree give good faith and due consideration to the settlementSecurityholder Representative’s recommendations with respect thereto. To the extent that the Securityholder Representative disputes a claim for indemnification or reimbursement pursuant this Article VII, compromise or discharge the Securityholder Representative shall provide written notice of such third-party dispute to Parent within thirty (30) days of receipt of notice of such claim, unless such settlement, compromise or discharge includes an unconditional release of setting forth in reasonable detail the party seeking indemnification from all liability on claims that are the subject matter basis and amount of such proceeding dispute. In the event that the Securityholder Representative fails to provide written notice to Parent within the required number of days of receipt of notice from Parent that the Securityholder Representative either acknowledges and agrees to pay such settlementLoss or dispute such Loss (and Parent has made at least one further good faith effort to solicit the Securityholder Representative’s response, compromise or discharge is exclusively on financial terms which will be paid by provided such solicitation shall not restart the indemnifying party. If thirty (30) day period the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3Securityholder Representative has to dispute a claim for indemnification), the indemnified party Founders shall be deemed to have the acknowledged and agreed to pay such Loss in full and to have waived any right to defend dispute such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3Loss.

Procedures for Indemnification. With (a) If any indemnified party receives notice of the assertion of any claim, the commencement of any Proceeding, or the imposition of any penalty or assessment by a third party in respect of which indemnity may be sought hereunder (a “Third Party Claim”), and the indemnified party intends to any third-party claimsseek indemnity hereunder, either then the indemnified party shall give provide the other indemnifying party with prompt written notice of any third-party claimthe Third Party Claim. The failure by an indemnified party to give such notice notify an indemnifying party of a Third Party Claim shall not relieve the indemnifying party from of any liability that it may have to indemnification responsibility under this ARTICLE 7, unless the indemnified indemnifying party under Article 9 except to the extent can prove that the failure materially prejudiced the ability of the indemnifying party’s ability party to defend such suit or claim is materially prejudiced by the failure to give such notice. Third Party Claim. (b) The indemnifying indemnified party shall have the right to assume control the defense (at its own expense) or settlement of any such claim through Third Party Claim with counsel of its own choosing by so notifying choosing; provided, however, that the indemnified party seeking indemnification within thirty (30) calendar days of shall not settle or compromise any Third Party Claim without the first receipt indemnifying party’s prior written consent, unless the terms of such notice, and settlement or compromise release the indemnified party seeking indemnification shall cooperate fully with or the indemnifying party in defense of such matter, from any and all liability with respect to the Third Party Claim. The indemnifying party shall be entitled (at the indemnifying party’s expense) to participate in (but not control) the defense of any Third Party Claim with its own counsel. (c) In the event the indemnified party elects not to defend the Third Party Claim, then the indemnifying party may defend such claim at indemnifying party’s sole cost and expense with counsel selected by the indemnifying party, such counsel to be reasonably acceptable to the indemnified party. The In such event, the indemnifying party seeking shall not settle or compromise any Third Party Claim without the indemnified party’s prior written consent, unless the terms of such settlement or compromise release the indemnified party from any and all liability with respect to the Third Party Claim. (d) Notwithstanding the foregoing, in the event of a Third Party Claim by which a claim for indemnification is made against Seller pursuant to Section 7.1(a)(iii), Seller shall have the right to participate in control the defense thereof or settlement of such Third Party Claim with counsel of its choosing; provided, however, that Seller shall not settle or compromise any Third Party Claim without Purchaser’s prior written consent, unless the terms of such settlement or compromise release Purchaser and its Affiliates from any and all liability with respect to employ counsel, at its own expense, separate from the counsel employed by the indemnifying partyThird Party Claim. The indemnifying party shall not, without be entitled (at the prior written consent indemnifying party’s expense) to participate in (but not control) the defense of any Third Party Claim described in this Section 7.2(d) with its own counsel. (e) Any indemnifiable claim hereunder that is not a Third Party Claim shall be asserted by the indemnified party, agree party by promptly delivering notice thereof (the “Claim Notice”) to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, party: (i) agrees with the indemnified party with respect to such claim, a memorandum setting forth such agreement shall have be prepared and signed by both parties or (ii) disputes the right to defend existence or the amount of such claim claim, the indemnifying party shall notify the indemnified party in such manner as it may deem appropriate at the cost and expense of writing (with reasonable specificity) within twenty (20) days following the indemnifying party’s receipt of the Claim Notice (the “Response Notice”) and the parties will negotiate in good faith to resolve such claim for up to thirty (30) days or such other period of time as the parties mutually agree. If the parties should then so agree with respect to such claim, a memorandum setting forth such agreement shall be prepared and signed by both parties. If no Response Notice is received by the indemnified party within twenty (20) days after the indemnifying party’s receipt of the Claim Notice, the matter shall be deemed undisputed and the indemnifying party shall promptly reimburse indemnify the indemnified party therefore in accordance with this for the Damages. If the parties are unable to agree within the thirty (30) day negotiation period specified herein, either party can submit such matter for dispute resolution pursuant to Section 10.38.4.

Procedures for Indemnification. With respect (a) An Indemnification Claim shall be made by the Indemnitee by delivery of a written notice to any third-party claimsthe Indemnitor Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of Losses claimed and, either party in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as the Indemnitee shall give have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 8.4 hereof shall be observed by the Indemnitee and the Indemnitor Representative. (c) If the Indemnification Claim involves a matter other party prompt than a Third Party Claim, the Indemnitor Representative shall have sixty (60) days to object to such Indemnification Claim by delivery of a written notice of any third-party claim. The failure to give such notice shall not relieve the indemnifying party from any liability that it may have objection to the indemnified party under Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor Representative, and the Indemnification Claim shall be paid in accordance with Section 8.3(d) hereof. If an objection is timely interposed by the Indemnitor Representative, and the dispute is not resolved by the Indemnitee and the Indemnitor Representative within forty-five (45) days from the date the Indemnitee receives such objection or such longer period as the Indemnitee and Indemnitor Representatives may agree, such dispute shall be resolved by arbitration as provided in Article 9 except to of this Agreement. (d) Upon determination of the extent that amount of an Indemnification Claim whether by agreement between the indemnifying party’s ability to defend Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the amount of such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party Indemnification Claim shall have the right to assume the defense be paid within ten (at its own expense10) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of date such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge amount is exclusively on financial terms which will be paid by the indemnifying partydetermined. If the indemnifying party does not assume control of the defense Indemnitor responsible for payment of such claims as provided in this Section 10.3Indemnification Claim is Purchaser, such payment shall be made by wire transfer by Purchaser to Xxxx. If the indemnified party shall have the right to defend Indemnitors responsible for payment of such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, Indemnification are Xxxx and the indemnifying party Seller, such payment shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3be made by wire transfer by Xxxx to Purchaser.

Procedures for Indemnification. With respect to any third-party claims(a) Upon obtaining knowledge thereof, either party Guarantee or the Seller shall give notify the other party prompt notice in writing of any third-party damage, claim, loss, liability or expense which the Indemnified Parties has determined has given or could give rise to a claim under Section 9.1 or 9.2 (such written notice being hereinafter referred to as a "Notice of Claim"). A Notice of Claim shall contain a brief description of the nature and (if known) estimated amount of any such claim giving rise to a right of indemnification. The failure to give so notify the indemnifying party of the commencement of any such notice shall not claim, suit or Proceeding will relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 except IX hereof only to the extent that such failure materially adversely affects the ability of the indemnifying party to defend its interests in such claim, action or Proceedings. (b) The indemnifying party (at its expense) shall have the right and shall be given the opportunity to defend with its own counsel such claim, suit or Proceedings. If the indemnifying party does not elect to undertake the defense of any such claim, suit or proceeding, within a reasonable period after receipt of the Notice of Claim, the indemnified party (upon further notice to the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party ) shall have the right to undertake the defense of such claim, suit or proceeding, subject to the right of the indemnifying party to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such noticeclaim, and suit or proceeding at any time prior to its final determination or settlement. If the indemnifying party seeking indemnification shall undertake such defense, the indemnified party shall cooperate fully with the indemnifying party in defense of such matterand its counsel with respect thereto. The indemnified party shall, at the indemnifying party’s its own expense. The party seeking indemnification shall , have the right to participate in the defense thereof and to employ counselof such claim, suit or proceeding. The indemnified party shall not, except at its own expensecost, separate from make any settlement with respect to any such claim, suit or proceeding without the counsel employed by prior consent of the indemnifying party. The indemnifying party shall not, without In the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims event that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right determines to defend settle any such claim in claim, suit or proceeding without such manner as it may deem appropriate at the cost and expense prior consent of the indemnifying party, and the indemnifying party shall promptly reimburse have no further indemnification obligations under this Article IX with respect to such claim, suit or proceeding. (c) To the indemnified extent that any Indemnified Party provides a Notice of Claim directly to any party therefore in accordance with required by this Agreement to provide indemnification, such Notice of Claim shall include the written acknowledgment of the Seller (if the indemnification is claimed pursuant to Section 10.39.1 hereof) or of Guarantee (if the indemnification is claimed pursuant to Section 9.2 hereof) confirming that such Person is an Indemnified Party under this Agreement.

Procedures for Indemnification. With respect 12.6.1 Promptly after a Party with a right to any third-party claims, either party shall give the other party prompt indemnity hereunder receives notice of any third-party claimclaim for which it will seek indemnification pursuant to this Agreement, the indemnitee will notify the Party obligated to indemnify of the claim in writing. The No failure to give such notice shall so notify the indemnitor will abrogate or diminish the indemnitor’s obligations if the indemnitor has or receives knowledge of the claim by other means or if the failure to notify does not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s materially prejudice its ability to defend such suit or the claim. 12.6.2 Within fifteen (15) Business Days after receiving an indemnitee’s notice of a claim, and if possible no later than ten (10) Business Days before the date on which any formal response to the claim is materially prejudiced by due, the failure indemnitor will notify the indemnitee in writing as to give such notice. The indemnifying party shall have whether the right indemnitor acknowledges its indemnification obligation and elects to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided the claim (a “Notice of Election”). If the indemnitor timely delivers a Notice of Election, the indemnitor will be entitled to have sole control over the defense of the claim. Nothing in this Section 10.3Article will preclude the indemnitee from participating in its defense and retaining its own counsel at its own expense. 12.6.3 If the indemnitor does not deliver a timely Notice of Election for a claim, the indemnified party shall have indemnitee may defend the right to defend such claim in such manner as it may deem appropriate appropriate, at the cost and expense of the indemnifying party, and the indemnifying party shall indemnitor. The indemnitor will promptly reimburse the indemnified indemnitee upon demand for all indemnifiable liabilities suffered or incurred by the indemnitee as a result of or in connection with the claim. 12.6.4 The indemnitee will provide reasonable assistance to the indemnitor, at the indemnitor’s cost and expense, including reasonable assistance from the indemnitee’s employees, agents, and Affiliates, as applicable. 12.6.5 The indemnitor may not consent to the entry of any judgment or enter into any settlement without the prior written consent of the indemnitee unless (i) there is no finding or admission of any violation of Law or any violation of the rights of any person, (ii) there is no adverse effect on any other claim that may be made against the indemnitee, (iii) there is no injunctive or other non-monetary relief against the indemnitee; and, (iv) the compromise or settlement includes the claimant’s or the plaintiff’s release of the indemnitee, in form and substance reasonably satisfactory to the indemnitee, from all liability in respect of the third party therefore in accordance with this Section 10.3claim.

Procedures for Indemnification. With respect Promptly after receipt by an indemnified party pursuant to any third-party claimsthe provisions of Sections (b) or (c) of this Section 15 of notice of a Claim, either such indemnified party shall give promptly notify such indemnifying party of the other commencement thereof; but the omission to so notify such indemnifying party prompt notice of any third-party claim. The failure to give such notice shall will not relieve the indemnifying party it from any liability that which it may have to the indemnified party under Article 9 except to otherwise than hereunder unless the extent that the indemnifying party’s ability to defend such suit or claim indemnified party is materially prejudiced by thereby. In case such action is brought against an indemnified party and it notifies the failure to give such notice. 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 (at its own expense) of thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such claim through counsel of its own choosing by so notifying action include both the indemnified party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at 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’s expense. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the or if there is a conflict of interest which would prevent counsel employed by for the indemnifying party. The indemnifying party shall not, without the prior written consent of from also representing the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the EXHIBIT 2.1 indemnified party shall have the right to defend select separate counsel to participate in the defense of such claim action on behalf of such indemnified party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party pursuant to the provisions of such Sections 15(b) or (c) for any legal or other expense subsequently incurred by such indemnified party in such manner as it may deem appropriate connection with the defense thereof other than reasonable costs of investigation, unless (1) the indemnified party shall have promptly employed counsel in accordance with the proviso of the preceding sentence, (2) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, or (3) the indemnifying party has authorized the employment of counsel for the indemnified party at the cost and expense of the indemnifying party. No indemnifying party, and in the indemnifying party shall promptly reimburse defense of any such claim or litigation, shall, except with the consent of each indemnified party therefore (such consent not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the release from all liability in accordance with this Section 10.3respect to such claim or litigation.

Procedures for Indemnification. With respect to any third-Promptly after receipt by an indemnified party claims, either party shall give the other party prompt under this Section 6 of notice of any third-claim, the commencement of any action, or the discovery of any facts or circumstances which could reasonably result in, if not attended to, a claim or commencement of any action, the indemnified party shall, if a claim in respect thereof is to be or may be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the claim. The , the commencement of that action or state of facts or circumstances; provided that the failure to give such notice notify the indemnifying party shall not relieve the indemnifying party it from any liability that which it may have to the indemnified party. If any such claim shall be brought against an indemnified party, and it shall notify the indemnifying party under Article 9 except thereof, the indemnifying party shall be entitled to participate jointly with the indemnified party in the indemnified party's defense, settlement or other disposition of any such claim. With respect to any such claim relating solely to the extent that payment of money damages and which will not result in the indemnified party's becoming subject to injunctive or other relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the indemnifying party’s ability party shall have acknowledged in writing the obligation to defend such suit or claim is materially prejudiced by indemnify the failure to give such notice. The indemnified party hereunder, the indemnifying party shall have the sole right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt defend, settle or otherwise dispose of such noticeclaim, and on such terms as the party seeking indemnification indemnifying party, in its sole discretion, shall cooperate fully with deem appropriate; provided, however, that the indemnifying party in defense of such matter, at shall obtain the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree which shall not be unreasonably withheld, prior to ceasing to defend, settling or otherwise disposing of any such claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be adversely affected in any manner; and provided, further, that if the indemnified party has elected to be represented by separate counsel pursuant to the settlementproviso to the following sentence, such settlement or compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release shall be effected only with the consent of the party seeking indemnification indemnified party, which consent shall not be unreasonably withheld. After notice from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not to the indemnified party of its election to assume control of the defense of such claims as provided in claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 10.36 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the indemnified party shall have the right to defend employ counsel to represent it if, in the indemnified party's reasonable judgment, it is advisable for the indemnified party to be represented by separate counsel, and in that event the fees and expenses of such claim in such manner as it may deem appropriate at the cost and expense of separate counsel shall be paid by the indemnifying party. The parties each agree to render to the other parties such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such claim or proceeding. Notwithstanding the preceding, (i) Buyer shall not make a claim for indemnity against Seller or Stockholder under Section 6.1(ii) unless and until the indemnifying party aggregate amount of such claims exceeds $50,000, whereupon Buyer may claim indemnification for the amounts of such claims or any portion thereof exceeding $25,000 and (ii) Seller or Stockholder shall promptly reimburse not make a claim for indemnity against Buyer under Section 6.2(i) unless and until the indemnified party therefore in accordance with this Section 10.3aggregate amount of such claims exceeds $50,000, whereupon Seller or Stockholder may claim indemnification for the amounts of such claims or any portion thereof exceeding $25,000.

Procedures for Indemnification. With (a) All claims for indemnification by any Indemnified Party under this Article VII shall be asserted and resolved as follows: (i) In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under this Article VII is asserted against or sought to be collected from such Indemnified Party by a Person other than a Party or an Affiliate thereof (a “Third Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is being asserted under any provision of this Article VII against an Indemnifying Party, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any third-party claimssuch Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty (30) Business Days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party under this Article VII and whether the Indemnifying Party desires, either party at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (ii) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Article VII, then the Indemnifying Party shall give have the other party prompt notice right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any third-party settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to this Article VII). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 7.02(a)(ii), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 7.02(a)(ii), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under this Article VII with respect to such Third Party Claim. (iii) If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to this Article VII, or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this Section 7.02(a)(iii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in Section 7.02(a)(iv) the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 7.02(a)(iii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.02(a)(iii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (iv) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified Party with respect to the Third Party Claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under this Article VII and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such Third Party Claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty (30) Business Days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate. (v) In the event any Indemnified Party should have a claim under this Article VII against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under this Article VII specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give such notice the Indemnity Notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 impair such Party’s rights hereunder except to the extent that the indemnifying party’s ability Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to defend notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such suit Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under this Article VII and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel amount of its own choosing by so notifying liability with respect to such claim, the party seeking indemnification Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty (30) calendar days of Business Days after the first receipt of Claim Notice, such notice, and the party seeking indemnification dispute shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore resolved in accordance with the provisions of Section 8.08. (b) The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such claim. (c) The indemnification provisions contained in this Section 10.3Article VII shall be in addition to (i) any cause of action or similar rights of the Indemnified Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.

Procedures for Indemnification. With respect to any third-Promptly after receipt by an indemnified party claims, either party shall give the other party prompt under Sections 12.2 and 12.3 of notice of the commencement of any third-action for which indemnification may be available under Section 12.2 or 12.3, such indemnified party claim. The 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 give such notice notify that indemnifying party shall not relieve the indemnifying party from it of any liability that it may have to the any indemnified party under Article 9 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’s ability party of the commencement thereof, the indemnifying party shall be entitled to defend participate therein and, to the extent that it shall elect, to assume the defense thereof with counsel reasonably satisfactory to such suit 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 claim is materially prejudiced any other expenses, in each case incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation and costs and expenses of legal counsel if 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) no compromise or settlement thereof may be effected by the failure to give such notice. The indemnifying party without the indemnified party's consent (which shall not be unreasonable withheld) unless (i) there is no finding or admission or any violation of 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 (b) the indemnifying party shall have the right no liability with respect to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms settlement thereof effected without its consent (which will shall not be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3unreasonably withheld).

Procedures for Indemnification. With respect (a) A claim for indemnification under Section 8 (an “ Indemnification Claim”) shall be made by a party by delivery of a written declaration to any third-party claims, either party shall give the other party prompt 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 (as defined in Section 10(d) hereof), containing such other information as the party seeking indemnity shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim, the procedures set forth in Section 10(d) hereof shall be observed by the parties. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the party to provide indemnity shall have twenty (20) business days to object to such Indemnification Claim by delivery of a written notice of such objection to the party seeking indemnity specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute acceptance of the Indemnification Claim by the party to provide indemnity. (d) Should any claim be made, or suit or proceeding be instituted against a party by a third party which, if prosecuted successfully, would be a matter for which the party is entitled to indemnification under this Agreement (a “ Third Party Claim”), the obligations and liabilities of the parties hereunder with respect to such Third Party Claim shall be subject to the following terms and conditions: (i) The party seeking indemnity shall give to the party to provide indemnity written notice of any third-such claim promptly after receipt by the party claimseeking indemnity of notice thereof, and the party to provide indemnity will undertake the defense thereof by representatives of such party’s (or its insurer’s) choosing. The failure assumption of the defense of any such claim by the party to give provide indemnity shall be an acknowledgment by the party to provide indemnity of its obligation to indemnify the party seeking indemnity with respect to such claim hereunder. The party seeking indemnity shall be entitled to participate with the party to provide indemnity in the defense of such matters at its own expense. If the party to provide indemnity fails or refuses to undertake the defense of such claim within twenty (20) business days after written notice shall not relieve the indemnifying party from any liability that it may have of such claim has been given to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced provide indemnity by the failure to give such notice. The indemnifying party seeking indemnity, the party seeking indemnity shall have the right to assume undertake the defense (at its own expense) defense, compromise and, subject to Section 10(e), settlement of any such claim through with counsel of its own choosing by so notifying choosing. In the circumstances described in the preceding sentence, the party seeking indemnification within thirty (30) calendar days indemnity shall promptly, upon its assumption of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matterclaim, at the indemnifying party’s expense. The party seeking indemnification make an Indemnification Claim as specified in Section 10(a). (ii) Buyer and Seller shall have the right to participate reasonably cooperate with each other in connection with the defense thereof and to employ counsel, at its own expense, separate from of any Third Party Claim. (e) No settlement of a Third Party Claim involving the counsel employed by the indemnifying party. The indemnifying asserted liability of any party under this Section 10 shall not, be made without the prior written consent of the indemnified such party, agree to which consent shall not be unreasonably withheld or delayed. In the event of any dispute regarding the reasonableness of any proposed settlement, compromise or discharge (i) the party to provide indemnity shall make the final determination in respect thereto in cases in which the party to provide indemnity has assumed the defense of such third-party claim pursuant to Section 10(d)(i), which determination shall be final and binding on all parties, or (ii) with regard to any dispute regarding the reasonableness of any proposed settlement of any such claim, unless if the party to provide indemnity does not assume the defense of such settlementclaim, compromise or discharge includes an unconditional release the advisability and terms of any such settlement shall be a matter for the good faith determination of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3indemnity.

Procedures for Indemnification. With respect (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written declaration to the Equityholders’ Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses (to the extent known) and, in the case of any thirdThird-party claimsParty Claim, either party containing (by attachment or otherwise) such other information as the Indemnitee shall give have concerning such Third-Party Claim. An Indemnitee shall be required to provide the other party Equityholders’ Representative with prompt written notice of any thirdan Indemnification Claim, including a Third-party claim. The Party Claim; provided that the failure to give timely provide such notice shall not relieve the indemnifying party from any liability that it may have affect an Indemnitee’s right to the indemnified party under Article 9 except indemnification hereunder to the extent that the indemnifying party’s ability to defend such suit or claim is Indemnitor was not materially prejudiced thereby. (b) If the Indemnification Claim involves a Third-Party Claim, the procedures set forth in Section 11.4 hereof shall be observed by the failure to give such noticeIndemnitee and the Equityholders’ Representative and the Equityholders. The indemnifying party If the Indemnification Claim involves a matter other than a Third-Party Claim, the Equityholders’ Representative shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days to object to such Indemnification Claim by delivery of a written notice of such objection to the Indemnitee specifying in reasonable detail the basis for such objection. No action shall be taken pursuant to the provisions of this Agreement or otherwise by the Indemnitee until the expiration of the first receipt thirty (30)-day response period. Failure to timely so object or respond seeking to cure the matter giving rise to an Indemnification Claim shall constitute a final and binding acceptance of such notice, the Indemnification Claim by the Equityholders and the party seeking indemnification Indemnification Claim shall cooperate fully be paid in accordance with Section 11.6. If an objection is timely interposed by the indemnifying party Equityholders’ Representative, then the Indemnitee and the Equityholders’ Representative shall negotiate in defense good faith for a period of such matter, at the indemnifying party’s expense. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate thirty (30) days from the counsel employed by date (such period is hereinafter referred to as the indemnifying party“Negotiation Period”) the Indemnitee receives such objection. The indemnifying party shall notAfter the Negotiation Period, without if the prior written consent Equityholders’ Representative and the Indemnitee still cannot agree on the resolution of an Indemnification Claim, either the indemnified party, agree to Equityholders’ Representative or the settlement, compromise or discharge of Indemnitee may submit the dispute concerning such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims Indemnification Claim for resolution as provided in this Section 10.313.2 below; provided, however, nothing herein shall prevent the indemnified party shall have the right parties from seeking equitable or injunctive relief in a court of equity with respect to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3dispute.

Procedures for Indemnification. With respect Whenever a claim shall arise for indemnification under this Section 5, the relevant Indemnitees, as appropriate, shall promptly notify the Indemnifying Party and request the Indemnifying Party to any third-party claims, either party shall give defend the other party prompt notice of any third-party claimsame. The failure Failure to give such notice so notify the Indemnifying Party shall not relieve the indemnifying party from Indemnifying Party of any liability that it may have to which the indemnified party under Article 9 Indemnifying Party might have, except to the extent that such failure prejudices the indemnifying party’s Indemnifying Party's ability to defend such suit or claim is materially prejudiced by the failure to give such noticeclaim. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party 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 Indemnitees of acceptance of the defense of such claim and the identity of counsel selected by the Indemnifying Party. Except as set forth below, such notice of the relevant Indemnitees shall give the Indemnifying Party full authority to defend, adjust, compromise or settle such action, suit, proceeding or demand with respect to which such notice shall have been given, except to the extent that any compromise or settlement shall prejudice the intellectual property rights of the relevant Indemnitees. The Indemnifying Party shall consult with the relevant Indemnitees prior to any compromise or settlement which would affect the intellectual property rights or other rights of any Indemnitee, and the relevant Indemnitees shall have the right to refuse such compromise or settlement and, at the refusing party's or refusing parties' cost, to take over such defense, provided that in such manner event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnitees against, any costs or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnitees shall be entitled to participate with the Indemnifying Party in such defense if the action or claim requests equitable relief or other relief that could affect the rights of the Indemnity and also shall be entitled to employ separate counsel for such defense at such Indemnitees expense. In the event the Indemnifying Party does not accept the defense of any indemnified claim as it may deem appropriate provided above, the relevant Indemnitees shall have the right to employ counsel for such defense at the cost and expense of the indemnifying party, 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 indemnifying relevant records of each party shall promptly reimburse be available to the indemnified other party therefore in accordance with this Section 10.3respect to any such defense.

Procedures for Indemnification. With (a) All claims for indemnification by any Indemnified Party under this Article IX shall be asserted and resolved as follows: (i) In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under this Article IX is asserted against or sought to be collected from such Indemnified Party by a Person other than a Party or an Affiliate thereof (a “Third Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is being asserted under any provision of this Article IX against an Indemnifying Party, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to any third-party claimssuch Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty (30) Business Days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party under this Article IX and whether the Indemnifying Party desires, either party at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. (ii) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Article IX, then the Indemnifying Party shall give have the other party prompt notice right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any third-party settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to this Article IX). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this Section 9.02(a)(ii), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.02(a)(ii), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under this Article IX with respect to such Third Party Claim. (iii) If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to this Article IX, or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this Section 9.02(a)(iii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in Section 9.02(a)(iv) the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 9.02(a)(iii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.02(a)(iii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (iv) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified Party with respect to the Third Party Claim or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under this Article IX and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such Third Party Claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty (30) Business Days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate. (v) In the event any Indemnified Party should have a claim under this Article IX against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under this Article IX specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give such notice the Indemnity Notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 impair such Party’s rights hereunder except to the extent that the indemnifying party’s ability Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to defend notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such suit Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under this Article IX and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel amount of its own choosing by so notifying liability with respect to such claim, the party seeking indemnification Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty (30) calendar days of Business Days after the first receipt of Claim Notice, such notice, and the party seeking indemnification dispute shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore resolved in accordance with the provisions of Section 10.08. (b) The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such claim. (c) The indemnification provisions contained in this Section 10.3Article IX shall be in addition to (i) any cause of action or similar rights of the Indemnified Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.

Procedures for Indemnification. With respect to (a) If any third-party claims, either party shall give the other party prompt Indemnified Party receives notice of the assertion of any third-claim, the commencement of any suit, action or proceeding, or the imposition of any penalty or assessment by a third party claimin respect of which indemnity may be sought hereunder (a “Third Party Claim”), and the Indemnified Party intends to seek indemnity hereunder, then the Indemnified Party shall provide Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date) with written notice of the Third Party Claim (a “Claim Notice”). The failure by an Indemnified Party to give notify Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date) shall not relieve Seller of any indemnification responsibility under this ARTICLE 7, except to the extent that Seller is actually and materially prejudiced thereby. (b) The Indemnified Party shall have the right to control the defense or settlement of such Third Party Claim with reasonably-priced counsel of its choosing; provided that Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date) shall be entitled (at the expense of Seller or Seller’s Agent (as applicable)) to participate in the defense of any Third Party Claim with its own counsel; and provided further, that the Indemnified Party shall not be authorized to settle or compromise any such Third Party Claim without the prior written consent of Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date), which consent shall not be unreasonably withheld, delayed, or conditioned. Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date) shall, at Purchasers’ cost, reasonably cooperate in such defense and make available all witnesses, pertinent records, materials and information in its possession and control relating thereto as is reasonably required by the Indemnified Party. (c) Any indemnifiable claim hereunder that is not a Third Party Claim shall also be asserted by the Indemnified Party by delivering a Claim Notice to Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date). Any Claim Notice seeking indemnity hereunder shall state (i) that an Indemnified Party has incurred, paid, reserved or accrued, or reasonably and in good faith anticipates that it may incur, pay, reserve or accrue, Damages, (ii) the amount of such Damages (which, in the case of Damages not yet incurred, paid, reserved or accrued, may be the maximum amount reasonably anticipated by an Indemnified Party to be incurred, paid, reserved, accrued or demanded by a third party), and (iii) specifying in reasonable detail the basis for such claim. Such Claim Notice shall be given as promptly as is reasonably practicable after the Indemnified Party becomes aware of the basis for each such a claim, provided that the failure to provide such notice shall not relieve the indemnifying party from Seller of any liability that it may have to the indemnified party indemnification responsibility under Article 9 this ARTICLE 7, except to the extent that the indemnifying party’s ability to defend such suit or claim Seller is actually and materially prejudiced thereby. (d) If Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date): (i) agrees with the Indemnified Party with respect to the claim set forth in a Claim Notice, the parties shall prepare a memorandum setting forth such agreement, and such memorandum shall be signed by both parties (any claims covered by such an agreement, “Agreed Claims”); or (ii) disputes the failure to give such notice. The indemnifying party shall have existence or the right to assume the defense (at its own expense) amount of any such claim through counsel of its own choosing by so notifying set forth in a Claim Notice, Seller (if prior to the party seeking indemnification Liquidation Date) or Seller’s Agent (if after the Liquidation Date) shall notify the Indemnified Party in writing (with reasonable specificity) within thirty (30) calendar days of the first following receipt of such notice, Claim Notice (the “Response Notice”) and the party seeking indemnification shall cooperate fully with parties will negotiate in good faith to resolve such claim for up to thirty (30) calendar days thereafter or such other period of time as the indemnifying party parties mutually agree in defense of such matter, at writing (the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party“Negotiation Period”). If the indemnifying party parties should then so agree with respect to such claim, the parties shall prepare a memorandum setting forth such agreement, and such memorandum shall be signed by both parties (any claims covered by such an agreement, “Settled Claims”). If the parties are unable to agree within the Negotiation Period specified herein, then the matter shall be submitted to the courts referenced in Section 9.5 below; provided that if such claim is made by an Indemnified Party and Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date) does not assume control submit such matter to the courts referenced in Section 9.5 below within thirty (30) calendar days following the expiration of the defense Negotiation Period specified above, then such matter shall be deemed undisputed and Seller shall indemnify the Indemnified Party for the Damages. (e) Any decision of the court with respect to both the existence and amount of such claims claim shall be final and binding on the parties hereto. If no Response Notice is received by the Indemnified Party within thirty (30) calendar days after Seller’s or Seller’s Agent’s (as provided in this Section 10.3applicable) receipt of the Claim Notice, the indemnified party matter shall have be deemed undisputed and Seller shall indemnify the right Indemnified Party for the Damages (any such claims, “Unobjected Claims”). A “Payable Claim” shall mean a claim for indemnification of Damages under this ARTICLE 7 to defend the extent that such claim is (A) an Agreed Claim, (B) a Settled Claim, or (C) an Unobjected Claim. An “Unresolved Claim” shall mean any claim for indemnification of Damages under this ARTICLE 7 specified in any Claim Notice, to the extent that such manner as it may deem appropriate at claim is not a Payable Claim. In the cost and expense event that an Indemnified Party is entitled to recover the same Damages under more than one provision of this Agreement, the indemnifying partyIndemnified Party shall only be permitted to recover such Damages under one provision, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3without duplication.

Procedures for Indemnification. With Promptly after receipt by a party entitled to indemnification hereunder (the “Indemnitee”) of written notice of the assertion or the commencement of any Proceeding by a third-party with respect to any third-party claimsmatter referred to in Sections 9.2 or 9.3, either party the Indemnitee shall give written notice thereof to the other party prompt obligated to indemnify Indemnitee (the “Indemnitor”) (and the Escrow Agent under the Purchase Price Escrow Agreement if the Buyer is the indemnitee), which notice shall include a description of any third-party claim. The 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 such the Indemnitor (and the Escrow Agent under the Purchase Price Escrow Agreement if the Buyer is the Indemnitee) notice as provided herein shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 Indemnitor of its obligations hereunder except to the extent that the indemnifying party’s ability Indemnitor is prejudiced thereby. A claim for indemnification for any matter not involving a third-party Proceeding may be asserted by notice to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking from whom indemnification within thirty is sought (30) calendar days of the first receipt of such notice, and the party seeking indemnification Escrow Agent if the claims are made by Buyer) and shall cooperate fully with be paid promptly after such notice pursuant to the indemnifying party in defense terms of this Article 9 (and the Purchase Price Escrow Agreement if such matter, at the indemnifying party’s expenseclaims are made by Buyer). The party seeking indemnification Any Indemnitor shall have the right 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 limitations set forth below) shall be entitled to assume the defense thereof by appointing reputable counsel to be the lead counsel in connection with such defense; provided that: (a) the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel, at counsel of its own expense, choice for such purpose; provided that the fees and expenses of such separate from the counsel employed shall be borne by the indemnifying partyIndemnitee (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 reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee); (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 (1) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; and (2) the Indemnitee has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee. The indemnifying party Further, the Indemnitor shall notnot be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnitee) but Indemnitee shall pay the fees and expenses of counsel retained by the Indemnitee if (1) the Indemnitee reasonably believes an adverse determination with respect to the action, without lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or materially injure the Indemnitee’s reputation or future business prospects; or (2) the claim seeks an injunction or equitable relief against the Indemnitee; and (c) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the indemnified party, agree to the settlement, compromise Indemnitee before entering into any settlement of a claim or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right ceasing to defend such claim in if, pursuant to or as a result of such manner as it may deem appropriate at settlement or cessation, injunctive or other equitable relief will be imposed against the cost Indemnitee or if such settlement does not expressly and expense of unconditionally release the indemnifying partyIndemnitee from all liabilities and obligations with respect to such claim, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3without prejudice.

Procedures for Indemnification. With respect (a) A claim for indemnification under this Agreement (an "INDEMNIFICATION CLAIM") shall be made by the Indemnitee by delivery of a written declaration to any third-party claimsthe Indemnitor requesting indemnification and specifying the basis on which indemnification is or may be sought and the amount of asserted Losses and, either party in the case of a Third Party Claim (as defined in Section 11.5 of this Agreement), containing (by attachment or otherwise) such other information as Indemnitee shall give have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 11.5 shall be observed by the Indemnitee and the Indemnitor. (c) If the Indemnification Claim involves a matter other party prompt than a Third Party Claim, the Indemnitor shall have 30 days to object to such Indemnification Claim by delivery of a written notice of such objection to Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Indemnitor and the Indemnification Claim shall be paid in accordance with the following subsection (d). If an objection is timely interposed by the Indemnitor and the dispute is not resolved within 60 days from the date the Indemnitee receives such objection (the "NEGOTIATION PERIOD"), such dispute may be resolved by binding arbitration in Lexington, Kentucky, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, or by another appropriate proceeding. If such dispute is submitted to arbitration, any third-party claim. The award made therein shall be conclusive and binding on the parties and enforceable in a court of law. (d) Upon determination of the amount of an Indemnification Claim, whether by the Indemnitor's failure to give timely object, by agreement between the Indemnitor and the Indemnitee or by an adjudication of a court of law or an arbitration award, Indemnitor shall pay the amount of such notice shall not relieve the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced Indemnification Claim by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification check within thirty (30) calendar 10 days of the first receipt of date such notice, and the party seeking indemnification amount is determined. Any Indemnification Claim not paid within 10 day period shall cooperate fully with the indemnifying party in defense of such matter, accrue interest until paid at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3Commercial Paper Rate.

Procedures for Indemnification. With respect (a) In order for any Indemnified Party to be entitled to make a claim for indemnification under this Article 10, such Indemnified Party shall deliver a written notice (an “Indemnification Claim Notice”) to the Indemnifying Party, as promptly as reasonably practicable after it acquires knowledge of the fact, event or circumstance giving rise to a claim for Losses pursuant to this Article 10‎. Each Indemnification Claim Notice shall specify in reasonable detail the nature of, the facts, circumstances and the amount or a good faith estimate (only to the extent ascertainable) of the potential Losses against which such Indemnified Party seeks indemnification for, such claim asserted, and the provisions of this Agreement upon which such claim for indemnification is made; provided, however, that any third-party claims, either party shall give the other party prompt notice of any third-party claim. The failure by such Indemnified Party to give such notice prompt Indemnification Claim Notice shall not relieve the indemnifying party from any liability that it may have Indemnifying Party of its indemnification obligations, except and only to the indemnified party under Article 9 extent that the Indemnifying Party is actually and materially prejudiced thereby. After delivery of an Indemnification Claim Notice to the Indemnifying Party, (i) the Indemnified Party which has provided such Indemnification Claim Notice shall, upon written request from the Indemnifying Party, supply and make available to the Indemnifying Party and its Representatives (at the Indemnifying Party’s cost and expense) all relevant information in its or its Affiliates’ possession relating to the claim reasonably requested by the Indemnifying Party (except to the extent that such action would result in a loss of attorney-client privilege; provided, that such Indemnified Party shall use its commercially reasonable efforts to provide such information in such format to the indemnifying party’s ability Indemnifying Party, or on an outside counsel only basis or in such other manner which would not result in the loss of such attorney-client privilege) and (ii) the Indemnified Party shall, and shall cause its Representatives, to defend such suit or claim is materially prejudiced by (A) be reasonably available to the failure to give such notice. The indemnifying party shall have the right to assume the defense Indemnifying Party and its Representatives (at its own the Indemnifying Party’s cost and expense) during normal business hours to discuss such claim, (B) render to the Indemnifying Party and its Representatives such assistance as may reasonably be requested, (C) provide reasonable access to such properties, facilities, books, records, accountant work papers and other documents or information in their possession or that may be reasonably obtained as the Indemnifying Party and/or its Representatives may reasonably require (at the Indemnifying Party’s cost and expense) (provided, that the accountants of the Indemnified Party shall not be obligated to make any working papers available to the Indemnifying Party or its Representatives unless and until such Party or such Representative, as applicable, has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such accountants), and (D) otherwise cooperate with the Indemnifying Party and its Representatives in good faith (at the Indemnifying Party’s cost and expense). Without limiting the foregoing, such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party or its Representatives of books, records and other documents and information which are actually and reasonably relevant to such claim. Upon becoming aware of any such claim through counsel for indemnification under this Article 10, the Indemnifying Party shall not take any steps which might reasonably be expected to damage the commercial interests of the Indemnified Party or its Affiliates without prior approval of the Indemnified Party. (b) Any claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party by delivering an Indemnification Claim Notice with respect to such Direct Claim to the Indemnifying Party promptly; provided, however, that any failure by such Indemnified Party to give such prompt Indemnification Claim Notice shall not relieve the Indemnifying Party of its own choosing by so notifying indemnification obligations, except and only to the party seeking indemnification within thirty (30) calendar days extent that the Indemnifying Party is actually and materially prejudiced thereby. The Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the first Direct Claim and the Indemnified Party as provided in Section 10.6(a). The Indemnifying Party may, [**] receipt of an Indemnification Claim Notice with respect to such noticeDirect Claim, deliver to the Indemnified Party a written response disputing such claim, which response must state in reasonable detail the reasons why the Indemnifying Party disputes such claim, together with reasonable supporting detail. [**]. (c) Save to the extent to which such Direct Claim has previously been satisfied, settled or withdrawn, any Direct Claim by an Indemnified Party shall not be enforceable against the Indemnifying Party and shall be deemed to have been withdrawn unless (except as agreed by the party seeking indemnification shall cooperate fully with the indemnifying party Parties otherwise) proceedings in defense respect of such matterclaim are commenced, subject to Section 10.6(d), by the Indemnified Party [**] of service of notice of any dispute by the Indemnifying Party pursuant to Section 10.6(b). (d) Where any Direct Claim by an Indemnified Party relates to a Loss which, at the indemnifying party’s expense. The party seeking indemnification time that such claim is notified to the Indemnifying Party is a contingent liability, the Indemnifying Party shall have the right not be under any obligation to participate make any payment to an Indemnified Party in the defense respect thereof and unless and until such time as the contingent liability ceases to employ counsel, at its own expense, separate from the counsel employed by the indemnifying partybe contingent and becomes actual and is due and payable. The indemnifying party shall not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge If an Indemnified Party has issued a notice in respect of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore Direct Claim in accordance with this Section 10.310.6(b) before the expiry of the relevant time periods for making such a claim against the relevant Indemnifying Party set out in Section 10.1, the [**] in Section 10.6(c) shall be deemed to commence upon the date which the liability ceases to be contingent and becomes an actual liability and is due and payable.

Procedures for Indemnification. With respect to any third-Promptly after receipt by an indemnified party claims, either party shall give the other party prompt under this Section 9 of notice of any third-Claim, the commencement of any Action, or the discovery of any facts or circumstances which could reasonably result in, if not attended to, a Claim or commencement of any Action, the indemnified party claim. The shall, if a Claim in respect thereof is to be or may be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the Claim, the commencement of that Action or state of facts of circumstances; provided that, the failure to give such notice notify the indemnifying party shall not relieve the indemnifying party it from any liability that Liability which it may have to the indemnified party under Article 9 party, except to the extent that it is actually prejudiced as a result of such delay. If any such Claim shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate at its cost and expense jointly with the indemnified party in the indemnified party’s ability 's defense, settlement or other disposition of any such Claim. With respect to defend any such suit Claim relating solely to the payment of money damages and which will not result in the indemnified party's becoming subject to injunctive or claim is other relief or otherwise materially prejudiced by adversely affect the failure business of the indemnified party in any manner, and as to give such notice. The which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to assume the defense (at its own expense) defend, settle or otherwise dispose of any such claim through counsel of on such terms as the indemnifying party, in its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such noticesole discretion, and the party seeking indemnification shall cooperate fully with deem appropriate; provided, however that the indemnifying party in defense of such matter, at shall obtain the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree which shall not be unreasonably withheld, prior to ceasing to defend, settling or otherwise disposing of any such claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be materially adversely affected in any manner; and provided, further, that if the indemnified party has elected to be represented by separate counsel pursuant to the settlementproviso to the following sentence, such settlement or compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release shall be effected only with the consent of the party seeking indemnification indemnified party, which consent shall not be unreasonably withheld. After notice from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not to the indemnified party of its election to assume control of the defense of such claims as provided in claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 10.3, 9 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. The indemnified party shall have the right to defend such claim employ counsel to represent it if, in such manner as the indemnified party's reasonable judgment, it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse is advisable for the indemnified party therefore to be represented by separate counsel, and in accordance with this Section 10.3that event the fees and expenses of such separate counsel shall be paid by the indemnified party. The parties each agree to render to the other parties such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such claim or proceeding.

Procedures for Indemnification. With 6.2.1 Promptly after receipt by Xx. XxXxxx of notice of the commencement of any action with respect to any third-party claimswhich indemnification may be sought hereunder, either party Xx. XxXxxx shall give notify LifeVantage of the other party prompt notice commencement of any third-party claim. The such action, but failure to give such notice so notify LifeVantage shall not relieve the indemnifying party LifeVantage from any liability that it LifeVantage may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit hereunder or claim is otherwise, unless LifeVantage shall be materially prejudiced by such failure. 6.2.2 If LifeVantage shall so elect, LifeVantage shall assume the failure defense of such action, including the employment of counsel reasonably satisfactory to give Xx. XxXxxx, and shall pay the fees and disbursements of such noticecounsel. 6.2.3 In the event, however, that Xx. The indemnifying party XxXxxx shall have the right reasonably determine in its judgment that having common counsel would present such counsel with a conflict of interest or if LifeVantage shall fail to assume the defense (at its own expense) of any such a claim through or action in a timely manner, then Xx. XxXxxx may employ separate counsel of its own choosing by so notifying to represent or defend him and LifeVantage shall pay the party seeking indemnification within thirty (30) calendar days of the first receipt reasonable fees and disbursements of such noticecounsel; provided, however, that LifeVantage shall not be required to pay the fees and disbursements of more than one separate counsel for Xx. XxXxxx in any jurisdiction in any single action. 6.2.4 In any action the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matterwhich LifeVantage shall assume, at the indemnifying party’s expenseXx. The party seeking indemnification XxXxxx shall have the right to participate in the defense thereof (but not control) such litigation and to employ counselretain his own counsel at his own expense except as otherwise provided, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall so long as such participation does not interfere with LifeVantage’s control of such litigation. 6.2.5 LifeVantage will not, without the prior written consent of the indemnified partyXx. XxXxxx, agree settle or compromise or consent to the settlement, compromise entry of any judgment in any pending or discharge threatened action in respect of such third-party claim, which indemnification has been sought hereunder by Xx. XxXxxx unless such settlement, compromise or discharge includes consent shall include an unconditional release of the party seeking indemnification Xx. XxXxxx from all liability on claims that are the subject matter arising out of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3action.

Procedures for Indemnification. With respect Whenever a claim shall arise for indemnification under Section 10.1, the indemnified party or parties, as appropriate (the “Other Parties”), shall promptly notify the party or parties from whom indemnification is sought for such claim (the “Indemnifying Party”) and request the Indemnifying Party to any third-party claims, either party shall give defend the other party prompt notice of any third-party claimsame. The failure Failure to give such notice so notify the Indemnifying Party shall not relieve the indemnifying party from Indemnifying Party of any liability that it may have to which the indemnified party under Article 9 Indemnifying Party might have, except to the extent that such failure prejudices the indemnifying partyIndemnifying Party’s ability to defend such suit or claim is materially prejudiced by the failure to give such noticeposition. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification 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 not, without the prior written consent of the indemnified party, agree to the settlement, compromise or discharge of such third-party claim, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will be paid by the indemnifying party. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party 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 Other Parties of acceptance of the defense of such claim and the identity of counsel selected by the Indemnifying Party. (a) If the Indemnifying Party assumes the defense of an action: (A) no settlement or compromise thereof may be effected *** denotes language for which American Medical Alert Corp. will request confidential treatment pursuant to the rules and regulations of the Securities Act of 1933, as amended. Confidential portions have been omitted and will be filed separately with the Securities and Exchange Commission. (i) by the Indemnifying Party without the written consent of the Other Parties (which consent shall not be unreasonably conditioned, withheld or delayed) unless (x) there is no finding or admission of any violation of law or any violation of the rights of any Person by any Other Party and no adverse effect on any other claims that may be made against any Other Party and (y) all relief provided is paid or satisfied in full by the Indemnifying Party, or (ii) by any Other Party without the consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed, and (B) the Other Parties may subsequently assume the defense of such action if a court of competent jurisdiction determines that the Indemnifying Party is not vigorously defending such action. In no event shall an Indemnifying Party be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed). (b) With respect to any defense accepted by the Indemnifying Party, the Other Parties shall be entitled to participate with the Indemnifying Party in such manner defense and also shall be entitled to employ separate counsel for such defense at their own expense. In the event the Indemnifying Party does not accept the defense of any indemnified claim as it may deem provided above or there otherwise exists a conflict of interest such that independent counsel for the Other Parties would be appropriate for the defense of any such indemnified claim, the Other Parties shall have the right to employ counsel for such defense at the cost and expense of the indemnifying party, Indemnifying Party. Each Member agrees to cooperate and to cause the Company to cooperate with the other parties in the defense of any such action and the indemnifying relevant records of each party shall promptly reimburse be available to the indemnified party therefore in accordance other parties with this Section 10.3respect to any such defense.

Procedures for Indemnification. The procedures for indemnification shall be as follows: (a) The party claiming indemnification (the “Indemnified Party”) shall promptly give notice to the party from whom the indemnification is claimed (the “Indemnifying Party”) of any claim, whether between the parties or brought by a third party against the Indemnified Party, specifying (i) the factual basis for such claim, and (ii) the amount of the claim, if known or reasonably estimable. Failure to give prompt notice shall not affect the indemnification obligations hereunder except to the extent of actual prejudice. (b) Following receipt of notice from the Indemnified Party of a claim, the Indemnifying Party shall have 30 days in which to 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 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 notice, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount of the claim. If the Indemnifying Party affirmatively rejects such claim within such 30-day period, the Indemnified Party will be free to seek judicial or other enforcement of its rights to indemnification under this Agreement. (c) With respect to any third-claim by a third party claimsas to which the Indemnified Party is entitled to indemnification hereunder, either party the Indemnifying Party shall give have the other party prompt notice right at its own expense to participate in or, if it so elects, to assume control of the defense of such claim, and the Indemnified Party shall cooperate fully with the Indemnifying Party, subject to reimbursement for any reasonable cost or 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 failure to give such notice shall not relieve , the indemnifying party from any liability that it may have to the indemnified party under Article 9 except to the extent that the indemnifying party’s ability to defend such suit or claim is materially prejudiced by the failure to give such notice. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice, and the party seeking indemnification shall cooperate fully with the indemnifying party in defense of such matter, at the indemnifying party’s expense. The party seeking indemnification Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, of such claim at its own expense, separate from ; provided that if the counsel employed Indemnified Party reasonably determines in good faith that there exist actual or potential conflicts of interest that make representation by the indemnifying partysame counsel inappropriate, the Indemnified Party shall be entitled to employ separate counsel (but not more than one per jurisdiction) at the expense and cost of the Indemnifying Party. The indemnifying party Indemnifying Party shall not, without the prior written consent of the indemnified partyIndemnified Party, agree to the settlementsettle, compromise or discharge offer to settle or compromise any such claim or demand unless (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim, (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any business by the Indemnified Party or its Affiliates and (iii) any amounts owing from any Indemnified Party pursuant to such compromise or settlement are subject to full indemnification by the Indemnifying Party (which has acknowledged in writing its responsibility therefor and has demonstrated its financial ability to satisfy such obligation). (d) 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, unless such settlement, compromise or discharge includes an unconditional release of the party seeking indemnification from all liability on claims that are the subject matter of such proceeding and such settlement, compromise or discharge is exclusively on financial terms which will Indemnifying Party shall be paid bound by the indemnifying party. If results obtained in good faith by the indemnifying party does not assume control of the defense of such claims as provided in this Section 10.3, the indemnified party shall have the right Indemnified Party with respect to defend such claim in and shall be liable for all costs and expenses of defending such manner as it may deem appropriate at the cost claim incurred by Indemnified Party, including fees and expense disbursements of the indemnifying party, and the indemnifying party shall promptly reimburse the indemnified party therefore in accordance with this Section 10.3counsel.