Common use of Procedures Relating to Indemnification for Third Party Claims Clause in Contracts

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed 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 (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving Any Indemnified Party making a claim or demand made by for indemnification pursuant to this Article VIII for any person third party claim shall deliver an Indemnification Notice to the Indemnifying Party promptly (but in no event more than thirty (30) days) after becoming aware of any Proceeding against the indemnified Indemnified Party by a third party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that any failure on the part of the Indemnified Party to give such notification so notify the Indemnifying Party shall not affect limit any of the indemnification provided hereunder obligations of the Indemnifying Party under this Agreement except to the extent the indemnifying party shall have been such Indemnifying Party is actually and materially prejudiced as a result by reason of such failure failure. The Indemnification Notice shall reasonably set forth the specific facts and circumstances, in reasonable detail (except to the extent then reasonably known), giving rise to the claim, the amount of Loss or Losses (or a non-binding, reasonable estimate thereof if the actual amount is not known and, to the extent known, the method of calculation of such amount) that the indemnifying Indemnified Party has suffered, sustained or incurred, or expects to suffer, sustain or incur, and the specific Section(s) of this Agreement upon which the Indemnified Party is relying in seeking such indemnification and such other information with respect thereto as the Indemnifying Party may reasonably request, and a copy of all pleadings and correspondence to or from any third party related thereto, if available. Any Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim at such Indemnifying Party’s expense, and at its option shall be entitled to assume the defense of any Third Party Claim against an Indemnified Party with respect to which the Indemnifying Party is, or could be determined to be, obligated to indemnify, defend and hold harmless the Indemnified Party pursuant to this Agreement by appointing counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense, to be the lead counsel in connection with such defense; provided that the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose (provided that notwithstanding anything herein to the contrary other than the immediately following sentence, the fees and expenses of such separate counsel shall be borne by the Indemnified Party and shall not be liable recoverable from such Indemnifying Party); provided that the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim (and the Indemnified Party shall assume defense thereof and all reasonable attorneys’ fees and expenses relating thereto shall constitute Losses subject to indemnification hereunder) if (i) the Third Party Claim relates to or arises in connection with any criminal Proceeding involving actions by any Indemnified Party or any other Proceeding by a Governmental Entity involving any Indemnified Party, (ii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party, (iii) the Third Party Claim has or would reasonably be expected to result in Losses a substantial portion of which are in excess of the applicable limitations on liability, if any, to Sellers’ indemnification obligations set forth in Section 8.4 with respect to such Third Party Claim, and Sellers and Guarantors do not waive the applicability of such limitations on liability (such that Sellers and Guarantors assume liability for all Losses in respect of such Third Party Claim), (iv) the Indemnified Party reasonably believes (based on the advice of counsel) that the interests of the Indemnifying Party and the Indemnified Party with respect to such claim are in conflict with one another and, as a result, the Indemnifying Party could not adequately represent the interests of the Indemnified Party in such claim, (v) the Indemnifying Party has failed or is failing to defend in good faith the Third Party Claim, (vi) the Indemnifying Party has not acknowledged in writing that such Third Party Claim is subject to, and Indemnified Party is entitled to, indemnification pursuant to this Article VIII (provided, however, that such acknowledgment shall not include any expenses incurred waiver or statement regarding the merits of the Third Party Claim itself), or (vii) the Indemnifying Party fails to give written notice that it will assume the defense of such Third Party Claim within thirty (30) days after delivery of the Indemnified Party’s Indemnification Notice in accordance with Section 11.6 and this Section 8.6(a); provided, however, that in the case of clause (vi) or (vii), if at any point during the period in which the indemnified party failed defense of a Third Party Claim that an Indemnifying Party was not entitled to give such notice). Thereafterassume due to clause (vi) or (vii) hereof, the indemnified party Indemnifying Party subsequently acknowledges in writing the matters contemplated therein, then the Indemnifying Party shall deliver to the indemnifying party, promptly be entitled from and after the indemnified party’s receipt thereoftime of such acknowledgment, copies to assume the defense of all notices and documents (including court papers) received by the indemnified party relating to the such Third Party Claim. (b) If a In the event that the Indemnifying Party is entitled to, and does, assume the defense of the Third Party Claim is made against an indemnified partyin accordance with Section 8.6, the indemnifying party Indemnifying Party shall be entitled have the right to conduct such defense and take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party, and the Indemnified Party shall have the right (but not the obligation) to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that of such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof Claim and to employ counsel (not reasonably objected to by the indemnifying party)employ, at its own expense, counsel separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defenseIndemnifying Party. The indemnifying party Indemnifying Party shall not be liable for the fees and expenses of counsel employed by the indemnified party for entitled to adjust, compromise or settle any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If or permit a default or consent to the indemnifying party so elects to assume the defense entry of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed 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 judgment without the indemnifying party’s prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless (i) such settlement, adjustment, compromise or judgment consists solely of money damages to be fully paid by the Indemnifying Party, (ii) such settlement, adjustment, compromise or judgment includes as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a full and complete written release of each Indemnified Party and its Representatives, reasonably satisfactory to the Indemnified Party, from all Losses or other Liability in respect to such Third Party Claim, (iii) such settlement, adjustment, compromise or judgment would not result in the statement of liability, wrongdoing, criminal offense or finding or admission of any violation of Law by the Indemnified Party, and (iv) as a result of such settlement, adjustment, compromise or judgment, no injunctive or other equitable relief would be imposed against the Indemnified Party. If the Indemnifying Party does not or is not permitted to assume, or continue control of, or withdraws from, the defense of a Third Party Claim pursuant to this Section 8.6 and the Indemnified Party assumes the defense thereof, the Indemnified Party shall not settle, adjust or compromise or permit a default or consent to entry of any judgment in respect of any Third Party Claim if the Indemnifying Party shall have any obligation as a result of such settlement (whether monetary or otherwise) unless such settlement, adjustment, compromise or judgment is consented to in writing by the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. All attorneys’ fees and other costs and expenses relating to the defense by the Indemnified Party shall be included in Losses except as provided in Section 8.6(a). (c) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim. Without limiting the generality of the foregoing, (i) if the Indemnified Party assumes the defense of a Third Party Claim in accordance with this Section 8.6, the Indemnifying Party shall make available to the Indemnified Party any documents and materials in its possession or control that may be necessary to the defense, negotiation, settlement, adjustment or compromise of such Third Party Claim and (ii) if the Indemnifying Party assumes the defense of a Third Party Claim in accordance with this Section 8.6, the Indemnified Party shall make available to the Indemnifying Party any documents and materials in its possession or control that may be necessary to the defense, negotiation, settlement, adjustment or compromise of such Third Party Claim. Any consent to be given by the Buyer Indemnified Parties under this Section 8.6 shall be given by any Buyer acting on behalf of the Buyer Indemnified Parties and any consent to be given by the Seller Indemnified Parties under this Section 8.6 shall be given solely by any Seller acting for and on behalf of the Seller Indemnified Parties. (d) With respect to a Third Party Claim under this Section 8.6, after (i) any final decision, judgment, or award shall have been rendered by a Governmental Entity of competent jurisdiction and the expiration of the time in which to appeal therefrom, (ii) a settlement, adjustment or compromise shall have been consummated, or (iii) the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party in accordance with this Agreement with respect to such matter and the Indemnifying Party shall pay all of such remaining sums so due and owing to the Indemnified Party in accordance with this Section 8.6, within ten (10) Business Days following the determination of such sums in accordance with the foregoing clauses (i), (ii) and (iii). (e) If for whatever reason (including the Indemnifying Party’s failure to pay any judgment, settlement, adjustment, compromise, attorney’s fees or court costs with respect thereto), the Indemnified Party is required to pay any indemnification claim or any portion thereof, or if the Indemnified Party is permitted under the terms hereof to retain its own counsel with respect to any indemnification claim at the Indemnifying Party’s expense, the Indemnified Party may pay such amounts which the Indemnified Party may deem reasonably appropriate after giving written notice of same to the Indemnifying Party. In the event of any such payments by the Indemnified Party pursuant to this Section 8.6(e), the Indemnifying Party shall reimburse the Indemnified Party for the amounts actually so paid by the Indemnified Party within ten (10) Business Days after the Indemnified Party’s written demand therefor.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party person (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person that is not party, or an Affiliate of a party, to this Agreement against the such indemnified party (a “Third Party Claim”), such indemnified party must notify the party responsible for such indemnification under this Agreement (the “indemnifying party party”) of the Third Party Claim in writing, and in reasonable detail, of the Third Party Claim within ten twenty (1020) business days Business Days after receipt by such indemnified party of written notice of the Third Party Claim, which notice shall refer to the provision of this Agreement upon which such claim is based, and describe in reasonable detail (to the extent known) the facts giving rise to such claim and the amount of Losses asserted against the indemnifying party relating to such claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except and only to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the such indemnified party shall deliver to the indemnifying party, promptly after the such indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the such indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an any indemnified party, the indemnifying party shall be entitled to participate in the defense thereof at its sole cost and expense and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the such indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the any indemnified party for legal expenses subsequently incurred by the such indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the each indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably to be unreasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by the any indemnified party for any period during which the indemnifying party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the a Third Party Claim as provided above)Claim. (c) If the indemnifying party so elects to assume the defense of defend or prosecute any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records Records and information which that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the indemnifying party assumes the defense of a Third Party Claim, the indemnifying party shall keep the indemnified party reasonably informed (including by timely providing copies of all written correspondence) regarding the status of any Third Party Claim and may not consent to any settlement, compromise or discharge of a Third Party Claim without the prior written consent of the indemnified party (which consent will not be unreasonably withheld or delayed), unless such settlement obligates the indemnifying party to pay the full amount of the Liability in connection with such Third Party Claim and releases such indemnified party completely in connection with such Third Party Claim. (d) Notwithstanding the foregoing provisions of this Section 10.06, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any indemnified party in defending such Third Party Claim), if (i) such indemnifying party has not acknowledged in writing its obligation to indemnify the indemnified party in accordance with this Article X against any Losses that may result from such Third Party Claim, (ii) a reasonable likelihood exists of a conflict of interest relating to the indemnifying party that makes representation by the indemnifying party’s counsel inappropriate, (iii) such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against such indemnified party or (iv) such Third Party Claim alleges criminal conduct or involves criminal penalties with respect to such indemnified party or its Affiliates. (e) Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the no 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 (which consent shall not be unreasonably withheldwithheld or delayed); provided, that such indemnified party shall not consent, and the indemnifying party shall not be required to agree, to the entry into any settlement, compromise or discharge that (i) requires an admission of wrongdoing by the indemnifying party or (ii) provides for injunctive or other non-monetary relief affecting the indemnifying party in any way.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within Within ten (10) business days Business Days after receipt by such indemnified party of written notice a BioMarin Indemnitee or Medicis Indemnitee obtains Knowledge of the commencement of any third-party claim, action, suit or proceeding (a "THIRD PARTY CLAIM") or the occurrence of any fact which may become the basis of a Third Party Claim in respect of which an Indemnified Party is entitled to indemnification under this Agreement, such Indemnified Party shall notify in writing the Indemnifying Party of such Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the indemnifying party Indemnifying Party shall not be liable for any expenses incurred during the period in which the indemnified party Indemnified Party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) Business Days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and non-privileged documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate at its expense in the defense thereof and, if it so chooses, chooses within thirty (30) days after receipt of notice of such claim to assume the defense thereof at the Indemnifying Party's expense, with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified partyIndemnifying Party. Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right be permitted to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying partyIndemnifying Party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party (i) for any period during which the indemnifying party Indemnifying Party has failed not assumed the defense thereof or is not using commercially reasonable efforts to assume pursue the defense thereof (other than during the period prior in which the Indemnified Party failed to the time the indemnified party shall have given give notice of the Third Party Claim as provided above), or (ii) if the Indemnified Party reasonably determines (x) that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such claim or action, or (y) that there may be legal defenses available to the Indemnified Party different from or in addition to those available to the Indemnifying Party. (c) If the indemnifying party Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the indemnified parties Indemnified Parties shall reasonably cooperate with the indemnifying party Indemnifying Party, at the expense of the Indemnifying Party, in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s Indemnifying Party's request) the provision to the indemnifying party Indemnifying Party of non-privileged records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party’s Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim for monetary Damages which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the monetary Damages in connection with such Third Party Claim and which releases the Indemnifying Party and the Indemnified Party completely in connection with such Third Party Claim and does not impose any covenant or commitment on the Indemnified Party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed 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 (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for Within ten (10) Business Days after a BioMarin Indemnitee or Medicis Indemnitee obtains Knowledge of the commencement of any third-party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect ofclaim, arising out of action, suit or involving a claim or demand made by any person against the indemnified party proceeding (a “Third Party Claim”), such indemnified party must notify ) or the indemnifying party in writing, and in reasonable detail, occurrence of any fact which may become the basis of a Third Party Claim within ten (10) business days after receipt by in respect of which an Indemnified Party is entitled to indemnification under this Agreement, such indemnified party Indemnified Party shall notify in writing the Indemnifying Party of written notice of the such Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the indemnifying party Indemnifying Party shall not be liable for any expenses incurred during the period in which the indemnified party Indemnified Party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) Business Days after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and non-privileged documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate at its expense in the defense thereof and, if it so chooses, chooses within thirty (30) days after receipt of notice of such claim to assume the defense thereof at the Indemnifying Party’s expense, with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified partyIndemnifying Party. Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right be permitted to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying partyIndemnifying Party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party (i) for any period during which the indemnifying party Indemnifying Party has failed not assumed the defense thereof or is not using commercially reasonable efforts to assume pursue the defense thereof (other than during the period prior in which the Indemnified Party failed to the time the indemnified party shall have given give notice of the Third Party Claim as provided above), or (ii) if the Indemnified Party reasonably determines (x) that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such claim or action, or (y) that there may be legal defenses available to the Indemnified Party different from or in addition to those available to the Indemnifying Party. (c) If the indemnifying party Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the indemnified parties Indemnified Parties shall reasonably cooperate with the indemnifying party Indemnifying Party, at the expense of the Indemnifying Party, in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying partyIndemnifying Party’s request) the provision to the indemnifying party Indemnifying Party of non-privileged records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying partyIndemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim for monetary Damages which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the monetary Damages in connection with such Third Party Claim and which releases the Indemnifying Party and the Indemnified Party completely in connection with such Third Party Claim and does not impose any covenant or commitment on the Indemnified Party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a A party believing that it is entitled to indemnification under Section 10.01 or 10.02 (the an “indemnified party”) shall give prompt written notification to the other party (the “indemnifying party”) of the commencement of any claim, action, lawsuit or other proceeding for which indemnification may be entitled to sought or, if earlier, upon the assertion of any indemnification provided for under this Agreement in respect ofsuch claim, arising out of action, lawsuit or involving a claim or demand other proceeding by made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, ) (it being understood and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; providedagreed, however, that the failure by an indemnified party to give such notification notice of a Third Party Claim as provided in this Section 10.08 shall not affect relieve the indemnifying party of its indemnification provided hereunder obligation under this Agreement except and only to the extent the that such indemnifying party shall have been is actually materially prejudiced as a result of such failure to give notice). (except b) Within thirty (30) days after delivery of such notification, the indemnifying party may, upon written notice thereof to the indemnified party, assume control of the defense of such Third Party Claim with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnifying party shall not be entitled to assume control of the defense of any [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Third Party Claim if (i) such Third Party Claim could reasonably be expected to result in criminal liability of, or equitable remedies against, the indemnified party; or (ii) the indemnified party reasonably believes that the interests of the indemnifying party and the indemnified party with respect to such Third Party Claim are in conflict with one another, and as a result, the indemnifying party could not adequately represent the interests of the indemnified party in such Third Party Claim; provided, further, that an indemnifying party shall relinquish control of the defense of any Third Party Claim if such indemnifying party is not diligently defending such Third Party Claim. If the indemnifying party believes that a Third Party Claim presented to it for indemnification is one as to which the indemnified party is not entitled to indemnification under Article X, it shall so notify the indemnified party and the indemnifying party shall not be liable for any expenses incurred during entitled to assume control of the period defense thereof. The failure of the indemnifying party to respond in which writing to the notice of a Third Party Claim within thirty (30) days after receipt thereof shall be deemed an election not to assume control of the defense of the same. If the indemnifying party assumes such defense, the indemnified party failed shall have the right to give participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party; provided that if the indemnified party reasonably concludes, based on advice from counsel, that the indemnifying party and the indemnified party have conflicting interests with respect to such notice). ThereafterThird Party Claim, the indemnifying party shall be responsible for the reasonable fees and expenses of counsel to the indemnified party solely in connection therewith. In the event, however, that the indemnifying party declines or fails to assume, or is not permitted to assume, the defense of such Third Party Claim on the terms provided above or to employ counsel reasonably satisfactory to the indemnified party, in each case within such thirty (30)-day period, then the indemnified party may employ counsel to represent or defend it in any such Third Party Claim, and the indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party as incurred. (c) The indemnifying party shall keep the indemnified party advised of the status of such Third Party Claim and the defense thereof and shall consider recommendations made by the indemnified party with respect thereto. The indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (cd) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall reasonably cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s reasonable request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making the indemnified parties shall use their reasonable best efforts to make their employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. . (e) Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, discharge such Third Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If the indemnifying party assumes the defense of a Third Party Claim, the indemnifying party shall not agree to any compromise, discharge or settlement of such Third Party Claim or consent to any [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. judgment in respect thereof, in each case without the prior written consent of the indemnified party, unless (i) such compromise, discharge, or settlement provides for a complete and unconditional release of the indemnified party from all liability with respect thereto and does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the indemnified party or any of its officers, directors, managers, employees, agents or representatives and (ii) the sole relief provided in connection therewith is monetary damages that are paid in full by the indemnifying party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) an Indemnified Person to be entitled to any indemnification provided for under this Agreement ARTICLE 7 in respect of, arising out of or involving a claim or demand made by any person third-party against the indemnified party Indemnified Person (a “Third Third-Party Claim”), such indemnified party Indemnified Person must notify provide the indemnifying party in writing, Indemnifying Person with a Claim Notice regarding the Third-Party Claim promptly and in reasonable detail, of the Third Party Claim any event within ten thirty (1030) business days after receipt by such indemnified party Indemnified Person of written notice of the Third Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except except, and solely to the extent that, the indemnifying party Indemnifying Person shall have been actually and materially prejudiced as a result of such failure (except failure; provided, further that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafteronly Seller, the indemnified party shall deliver to the indemnifying partyor Seller’s successors or assigns, promptly after the indemnified party’s receipt thereof, copies may make claims on behalf of all notices and documents (including court papers) received by the indemnified party relating to the Third Party ClaimSeller. (b) If a Third Third-Party Claim is made against an indemnified partyIndemnified Person, the indemnifying party shall Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying partyIndemnifying Person; provided, however, that any such counsel is not reasonably objected to assumption of the defense by the indemnified partyIndemnifying Person shall constitute an acknowledgement and acceptance by the Indemnifying Person of its obligation to indemnify the Indemnified Person for all Losses arising out of such Third-Party Claim. Should If the indemnifying party so elect Third-Party Claim includes allegations for which the Indemnifying Person both would and would not be obligated to indemnify the Indemnified Person, the Indemnifying Person and the Indemnified Person shall in that case jointly assume the defense thereof. If in the reasonable good faith opinion of any Indemnified Person a Third Party Claimconflict of interest exists in respect of such claim (including that the Indemnified Person has defenses available to it that may conflict with those of the Indemnifying Person), such Indemnified Person shall have the indemnifying party shall not be liable right to employ separate counsel to represent such Indemnified Person and in that event the indemnified party for legal fees and expenses subsequently incurred by the indemnified party Indemnified Person in connection with the defense thereofthereof shall be paid by the Indemnifying Person. If the indemnifying party Indemnifying Person assumes such defense, the indemnified party Indemnified Person shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)and, at its own expense, to employ counsel reasonably acceptable to the Indemnifying Person, separate from the counsel employed by the indemnifying partyIndemnifying Person, it being understood that the indemnifying party Indemnifying Person shall control such defense. The indemnifying party Indemnifying Person shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Person for any period during which the indemnifying party Indemnifying Person has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties thereof. The Indemnified Person shall cooperate with the indemnifying party Indemnifying Person in the defense or prosecution settlement thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderthe Indemnifying Person shall reimburse the Indemnified Person for all its reasonable out-of-pocket expenses in connection therewith. Whether or not the indemnifying party The Indemnifying Person shall have assumed not, in the defense of a Third Party Claimthird party claim, make any payment of any of such claims, consent to the indemnified party shall not admit entry of any liability judgment or enter into any settlement with respect to, or settle, compromise or discharge, such Third Party Claim to any third party claim without the indemnifying party’s prior written consent of the Indemnified Person (which consent shall not be unreasonably withheldwithheld or delayed) unless the judgment or proposed settlement (i) involves only the payment of money damages and does not involve any finding or admission of any violation of Law, (ii) includes, as an unconditional term thereof, a release of such Indemnified Person given by the claimant or the plaintiff from any liabilities arising from such Third Party Claim, and (iii) does not impose an injunction or other equitable relief, directly or indirectly, upon such Indemnified Person or result in an admission of any wrongdoing by the Indemnified Person. If the Indemnifying Person fails to vigorously defend the Third Party Claim, then the Indemnified Person will have the right to defend, at the sole cost and expense of the Indemnifying Person, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person (with the consent of the Indemnifying Person, which consent will not be unreasonable withheld conditioned or delayed), but only to the extent that the Indemnified Person is entitled to indemnification pursuant to this ARTICLE 7.

Procedures Relating to Indemnification for Third Party Claims. (ai) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person Person against the indemnified party Indemnified Party (a “Third Party Claim”), such indemnified party Indemnified Party must notify provide an Indemnification Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably possible after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) business days after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that failure to provide an Indemnification Notice, or deliver copies of all notices and documents, on a timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (bii) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; providedIndemnifying Party and reasonably satisfactory to the Indemnified Party. Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided herein, however, that such counsel is not the Indemnified Party may defend against the Third Party Claim in any manner it may reasonably objected to by the indemnified partydeem appropriate. Should the indemnifying party Indemnifying Party so elect in writing within sixty (60) days of its receipt of an Indemnification Notice of a Third Party Claim to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right to participate in the defense thereof (it being understood, however, that the Indemnifying Party shall control such defense) and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party; provided that, if (A) in the reasonable opinion of outside counsel to the Indemnified Party, there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived or (B) an injunction or other equitable relief is sought against the Indemnified Party, then the Indemnifying Party shall be liable for the reasonable fees and expenses of a single counsel to the Indemnified Party, it being understood that the indemnifying party Indemnifying Party shall control not be liable for the fees and expenses of more than one counsel for all Indemnified Parties. If the Indemnifying Party elects not to compromise or defend such defenseThird Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to clause (iii) below, pay, compromise, defend such Third Party Claim and seek indemnification for Losses based upon, arising from or relating to such Third Party Claim. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) thereof. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying partyIndemnifying Party’s request) the provision to the indemnifying party Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. . (iii) Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to, such Third Party Claim without the indemnifying partyIndemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party unless the judgment or proposed settlement (A) involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party or would not reasonably be expected to have a material adverse effect on the Indemnified Party and (B) includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete release from all liability in respect of such Third Party Claim and does not involve any admission of wrongdoing by the Indemnified Party or any of its Affiliates. (iv) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third Party Claim, including by providing reasonable access, during normal business hours, to each other’s relevant business records and other documents and employees. (v) This Section 11(e) shall not apply to Tax Contests, which shall be governed by the provisions of Section 12(f).

Procedures Relating to Indemnification for Third Party Claims. Each Party, on behalf of itself and its respective BioMarin Indemnitees or Alliant Indemnitees (a) In order for a party (the each such Person, an “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party ClaimIndemnitee”), such indemnified party must notify agrees to provide the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of prompt written notice of the Third Party any action, claim, demand, discovery of fact, proceeding or suit (collectively, a “Claim”) for which such Indemnitee intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect each applicable Indemnitee’s entitlement to indemnification (or the corresponding indemnifying Party’s indemnification provided obligations) hereunder except to the extent that the indemnifying party Party shall have been prejudiced as a result of such failure failure. The indemnifying Party shall have the initial right (except that but not obligation) to defend, settle or otherwise dispose of any Claim for which an Indemnitee intends to assert a right to indemnification under this Agreement as contemplated in the indemnifying party shall not be liable preceding sentence if, and for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified partyso long as, the indemnifying party shall be entitled Party has recognized in a written notice to participate in the defense thereof and, if it so chooses, Indemnitee provided within thirty (30) days of such written notice its obligation to assume indemnify the defense thereof with counsel selected by Indemnitee for any BioMarin Losses or Alliant Losses (as the indemnifying partycase may be) relating to such Claim; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should if the indemnifying party so elect Party assumes control of the defense, settlement or disposition of a Claim, the indemnifying Party shall obtain the written consent of each applicable Indemnitee prior to ceasing to defend, settling or otherwise disposing of the Claim. If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness to assume the defense of such a Third Party Claim, the indemnifying party shall not be liable to BioMarin Indemnitee(s) or Alliant Indemnitee(s), as the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defensecase may be, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)defend, at its own expensesettle or otherwise dispose of such Claim, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior subject to the time the indemnified party shall have given notice applicable provisions of the Third Party Claim as provided above)Section 13.1 or 13.2. (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed 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 (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”"INDEMNIFIED PARTY") to be entitled to any indemnification provided for under this Agreement (other than indemnification for a Tax Claim under Section 11.01 which shall be governed by Section 11.09) in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”"THIRD PARTY CLAIM"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) 10 business days after receipt by such indemnified party of written notice of the Third Party Claim; providedPROVIDED, howeverHOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) . If a Third Party Claim is made against an indemnified indemni fied party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooseschooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; providedPROVIDED, howeverHOWEVER, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless the indemnified party retains its own counsel due to a mutually agreed upon conflict of interest. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being 70 understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) . If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s 's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed 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 's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (ai) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement After providing an Indemnification Notice in respect of, arising out of or involving a claim or demand made by any person Person against the indemnified party Indemnified Party (a “"Third Party Claim”"), such indemnified party must notify the indemnifying party in writingIndemnified Party shall deliver to the Indemnifying Party, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that failure to provide an Indemnification Notice or deliver copies of all notices and documents on a timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (bii) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooseschooses and acknowledges its obligation to indemnify the Indemnified Party therefore, to assume (so long as it thereafter reasonably pursues) the defense thereof with counsel selected by the indemnifying party; providedIndemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party, howeverthe Indemnifying Party shall thereafter continue to reasonably defend and/or settle the Third Party Claim until final resolution and shall discharge all attendant liabilities to the extent of its indemnity hereunder. Notwithstanding any acknowledgment made pursuant to the immediately preceding two sentences, that such counsel is not reasonably objected the Indemnifying Party shall continue to by the indemnified partybe entitled to assert any limitation on its indemnification responsibility contained in Sections 15(j) through 15(l). Should the indemnifying party so elect to Indemnifying Party assume and reasonably pursue the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed and reasonably pursued the defense thereof (other than during thereof. Whether or not the period prior Indemnifying Party chooses to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of defend any Third Party Claim, all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not If the indemnifying party shall have Indemnifying Party has assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to, such Third Party Claim without the indemnifying party’s Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party does not assume the defense of any Third Party Claim, the Indemnified Party may settle or defend the Third Party Claim in any manner it shall in its sole discretion determine appropriate and any such settlement or defense shall not in any way affect the Indemnifying Party's indemnity hereunder.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party other person, firm, governmental authority or corporation (a “Third Party Claim”), such indemnified party the Indemnified Party must notify provide an Indemnification Notice to the indemnifying party in writing, and in reasonable detail, of Indemnifying Party relating to the Third Party Claim within ten thirty (1030) business days after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) business days after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim. (b) . The failure to provide such notice or deliver such copies to the Indemnifying Party in a timely manner shall not affect the underlying indemnity claim except to the extent that the Indemnifying Party is materially prejudiced thereby. If a Third Party Claim is made against an indemnified partythe Indemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof and, if it the Indemnifying Party so chooseschooses and acknowledges in writing its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not Indemnifying Party and reasonably objected satisfactory to by the indemnified partyIndemnified Party. Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereofthereof as long as the Indemnifying Party continues to defend actively and in good faith such claim. If the indemnifying party Indemnifying Party assumes such defense, then the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period Indemnified Party during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) thereof. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, the Indemnifying Party shall have the right to control the defense, compromise or settlement of such matter, and all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim, with the out of pocket expenses of all such cooperation requested by the Indemnifying Party, if any, to be borne by the Indemnifying Party. Such cooperation Notwithstanding the foregoing, the Indemnifying Party shall include not compromise or settle any Third Party Claim without the retention consent of the Indemnified Party, unless such compromise or settlement involves only the payment of monetary damages by the Indemnifying Party and includes a full release of the Indemnified Party from all liability with respect to such Third Party Claim. If the Indemnifying Party, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and in good faith, the Indemnified Party will (upon further notice) have the indemnifying party’s request) right to undertake the provision defense, compromise or settlement of such Third Party Claim or consent to the indemnifying party entry of records and information which are reasonably relevant judgment with respect to such Third Party Claim, on behalf of, and making employees available on a mutually convenient basis to provide additional information for the account and explanation of any material provided hereunder. Whether or not risk of, the indemnifying party Indemnifying Party, and the Indemnifying Party shall have assumed no right to challenge the defense of a Third Party ClaimIndemnifying Party’s defense, the indemnified party shall not admit any liability with respect tocompromise, settlement or settle, compromise or discharge, such Third Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)to judgment.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party the Indemnified Party must notify (i) the indemnifying party Indemnifying Party if the Third Party Claim is one for which Indemnifying Party must give indemnification, in writing, and in reasonable detail, of the Third Party Claim within ten (10) business 30 days after receipt by such indemnified party the Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent that the indemnifying party ability to defend such claim or demand shall have been prejudiced as a result of such failure (except that the indemnifying party Indemnifying Party shall not be liable for any expenses incurred during the period in which prior to the indemnified party failed to give giving of such noticenotice by the Indemnified Party if notice is not timely given). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within 10 days after the indemnified party’s Indemnified Party's receipt thereof, EXECUTION COPY copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in have the defense thereof and, if it so chooses, right to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by Indemnifying Party. Upon the indemnified party. Should the indemnifying party so elect to assume Indemnifying Party assuming the defense of a the Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party The Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying partyIndemnifying Party), which shall be at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party. In the event the Indemnifying Party fails to assume the defense of a Third Party Claim within 30 days after receipt of the notice for which the Indemnified Party is entitled to be indemnified as provided above, it being the Indemnified Party may defend the Third Party Claim consistent with its obligations hereunder, at the expense and for the account of Indemnifying Party, and shall keep the Indemnifying Party fully informed regarding the progress and status thereof. It is understood that the indemnifying party assuming the defense shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (ci) If All of the indemnifying applicable Indemnified and Indemnifying Parties shall cooperate with the party so elects to assume assuming the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereofClaim which is subject to this Article XI. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision provision, to the indemnifying party assuming the defense, of records and information which are reasonably relevant to such Third Party Claim, Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not . (ii) The party assuming the indemnifying party defense shall have keep the applicable Indemnified and Indemnifying Parties fully informed regarding the progress and status thereof. (iii) If the Indemnified Party has assumed the defense of a Third Party Claimdefense, the indemnified party it shall not admit any liability with respect to, or settle, compromise or discharge, discharge such Third Party Claim without the indemnifying party’s prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheldwithheld or delayed). If the Indemnifying Party has assumed the defense, it shall not settle, compromise or discharge such Third Party Claim without the prior written consent of the Indemnified Party if such settlement, compromise or discharge requires the Indemnified Party to cease any activity or to take any action (other than entering into an agreement setting forth the terms of such settlement, compromise or discharge) or admit liability or consent to the entry of a judgment against the Indemnified Party.

Procedures Relating to Indemnification for Third Party Claims. (ai) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person Person against the indemnified party Indemnified Party (a “"Third Party Claim”"), such indemnified party Indemnified Party must notify provide an Indemnification Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably possible after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) business days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that failure to provide an Indemnification Notice, or deliver copies of all notices and documents, in a timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (bii) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooseschooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the indemnifying party; providedIndemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, however, that such counsel is not reasonably objected the Indemnifying Party shall continue to by the indemnified partybe entitled to assert any limitation on its indemnification responsibility contained in Sections 15(j) and 15(k). Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) thereof. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying party’s Indemnifying Party's request) the provision to the indemnifying party Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnifying party’s Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out If an Indemnified Party receives notice of or involving a claim or demand made by any person against the indemnified party other person, firm, Government Entity or corporation (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of Indemnified Party shall provide an Indemnification Notice to the Indemnifying Party relating to the Third Party Claim within ten as promptly as possible and in no event later than thirty (1030) business days after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) business days after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, no delay on the part of the Indemnified Party in notifying the Indemnifying Party as required by this Section 8.4(a) shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is thereby materially prejudiced. (b) If Subject to Section 8.4(c), if a Third Party Claim is made against an indemnified partythe Indemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof and, if it the Indemnifying Party so chooseschooses and, within ten (10) business days after the provision of the Indemnification Notice acknowledges in writing its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the indemnifying party; providedIndemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, however, that such counsel is not reasonably objected Parent shall continue to by the indemnified partybe entitled to assert any limitation on its indemnification responsibility contained in Section 8.1(b). Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, then the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) thereof. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying partyIndemnifying Party’s request) the provision to the indemnifying party Indemnifying Party of records and information which that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether If the Indemnifying Party, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim, on behalf of, and for the account and risk of, the Indemnifying Party, and the Indemnifying Party shall have no right to challenge the Indemnified Party’s defense, compromise, settlement or consent to judgment. (c) Notwithstanding any other provisions of this Agreement, in the case of matters relating to On-Site Contamination, whether or not the indemnifying party shall have assumed the defense of such matters constitute a Third Party Claim, the indemnified following provisions shall apply: (i) Buyer shall be entitled to manage all such matters and Parent shall have the right to participate (at its own cost and expense). Parent shall have the right to participate in all decisions regarding any such matter, including reasonable access to sites where any action relating to such matter is being conducted, reasonable access to all documents, correspondence, data, reports or information regarding the matter, reasonable access to employees and consultants of the Buyer with knowledge of relevant facts about the matter, the right (with reasonable prior notice to Parent) to attend all meetings and participate in any telephone or other conferences with any Government Entity or other third party regarding the matter and the right to review and comment in advance on all work plans, investigations and other environmental remediation activities and Buyer shall incorporate all such reasonable comments of Parent. Neither party shall not admit agree to any liability with respect tosettlement of any such action, suit proceeding or settle, compromise or discharge, such Third Party Claim claim without the indemnifying party’s prior written consent (of the other, which consent shall not be unreasonably withheldwithheld or delayed. (ii) Parent shall not have any liability under this Agreement with respect to any Losses relating to or arising from any Environmental Laws or Hazardous Substance for which Buyer seeks indemnity under Section 8.1 resulting from Buyer or its agents and representatives conducting investigations, sampling, monitoring or remediation of the Subsidiary Facilities (a “Remedial Action”) unless such Remedial Action (i) has been initiated prior to the Closing, (ii) is required by Environmental Laws or any Governmental Entity, (iii) is required by a prospective purchaser, lender or secured creditor of the Subsidiary Facilities, or (iv) is a Prudent Remedial Action (as hereinafter defined).. A “Prudent Remedial Action” is a Remedial Action that (A) is undertaken in response to Material Facts (as hereinafter defined), (B) where Buyer has, prior to commencing the Remedial Action, requested and obtained Parent’s consent subject to the provisions of this Section 8.4(c) and (C) where the scope of the Remedial Action undertaken is reasonable in relation to the perceived risk. At the time Buyer requests the consent of Parent pursuant to clause (B) of the preceding sentence, Buyer shall disclose to Parent all material information relating to the proposed Remedial Action and the basis for conducting the Remedial Action. Parent’s consent shall not be unreasonably withheld or delayed; however,

Procedures Relating to Indemnification for Third Party Claims. From and after the Closing, subject to SECTION 9.3(f) with respect to Buyer Environmental Losses and subject to SECTION 9.3(g) with respect to Customer Losses, and subject to SECTION 8.13 with respect to the Vehma Litigation, (ai) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party other person, firm, governmental authority or corporation (a “Third Party Claim”"THIRD PARTY CLAIM"), such indemnified party the Indemnified Party must notify provide an Indemnification Notice to the indemnifying party in writing, and in reasonable detail, of Indemnifying Party relating to the Third Party Claim within ten (10) business days as promptly as reasonably possible after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) business days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that failure to provide an Indemnification Notice, or deliver copies of all notices and documents, on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (bii) If a Third Party Claim is made against an indemnified partythe Indemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof and, if it the Indemnifying Party so chooseschooses and acknowledges its obligation in writing to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the indemnifying party; providedIndemnifying Party and reasonably satisfactory to Indemnified Party (except that the Indemnifying Party may not so elect without the Indemnified Party's consent unless (A) the suit, howeveraction, that claim, liability or obligation does not seek to impose any liability or obligation upon the Indemnified Party other than for money damages and (B) such counsel is suit, action, claim, liability or obligation does not reasonably objected relate to by the indemnified partyIndemnified Party's relationship with its customers). Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, the Company shall continue to be entitled to assert any limitation on its indemnification responsibility contained in SECTION 9.3(a)(ii) or (iii). Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, then the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) thereof. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying party’s Indemnifying Party's request) the provision to the indemnifying party Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or If the Indemnifying Party, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not the indemnifying party shall have assumed the to assume defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, Claim or settle, compromise or discharge, fails to defend such Third Party Claim without actively and in good faith, the indemnifying party’s prior written Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim or consent (which to the entry of judgment with respect to such Third Party Claim, on behalf of, and for the account and risk of, the Indemnifying Party, and the Indemnifying Party shall have no right to challenge the Indemnifying Party's defense, compromise, settlement or consent shall not be unreasonably withheld)to judgment.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within Within ten (10) business days Business Days after receipt by such indemnified party of written notice a BioMarin Indemnitee or Ascent Indemnitee obtains Knowledge of the commencement of any third-party claim, action, suit or proceeding (a "THIRD PARTY CLAIM") or the occurrence of any fact which may become the basis of a Third Party Claim in respect of which an Indemnified Party is entitled to indemnification under this Agreement, such Indemnified Party shall notify in writing the Indemnifying Party of such Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the indemnifying party Indemnifying Party shall not be liable for any expenses incurred during the period in which the indemnified party Indemnified Party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) Business Days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and non-privileged documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate at its expense in the defense thereof and, if it so chooses, chooses within thirty (30) days after receipt of notice of such claim to assume the defense thereof at the Indemnifying Party's expense, with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified partyIndemnifying Party. Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right be permitted to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying partyIndemnifying Party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party (i) for any period during which the indemnifying party Indemnifying Party has failed not assumed the defense thereof or is not using commercially reasonable efforts to assume pursue the defense thereof (other than during the period prior in which the Indemnified Party failed to the time the indemnified party shall have given give notice of the Third Party Claim as provided above), or (ii) if the Indemnified Party reasonably determines (x) that there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in defending such claim or action, or (y) that there may be legal defenses available to the Indemnified Party different from or in addition to those available to the Indemnifying Party. (c) If the indemnifying party Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the indemnified parties Indemnified Parties shall reasonably cooperate with the indemnifying party Indemnifying Party, at the expense of the Indemnifying Party, in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s Indemnifying Party's request) the provision to the indemnifying party Indemnifying Party of non-privileged records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party’s Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim for monetary Damages which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the monetary Damages in connection with such Third Party Claim and which releases the Indemnifying Party and the Indemnified Party completely in connection with such Third Party Claim and does not impose any covenant or commitment on the Indemnified Party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement (other than indemnification for a Tax Claim under Section 11.01 which shall be governed by Section 11.09) in respect of, arising out of or involving a claim or demand made by any person third party against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writingwriting (which notice shall specify in reasonable detail the events giving rise to such Third Party Claim, the amount of Losses accrued by the indemnified party or the amount of Losses that the indemnified party reasonably anticipates it will have to pay, and in reasonable detailthe specific representation, warranty or covenant on which such Third Party Claim is based), of the Third Party Claim within ten (10) 10 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) 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 chooseschooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, provided that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed 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 (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) Subject to be entitled Section 13.04 above, with respect to any indemnification indemnification, defending, saving and holding harmless provided for under this Agreement in respect of, arising out of or involving a claim Claim or demand made by any person Third Party against the indemnified party an Indemnified Party (a “Third Party Claim”), such indemnified party Indemnified Party must notify provide a Claim Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably practicable after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall promptly deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, Indemnifying Party copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that the failure to provide a Claim Notice, or deliver copies of all notices and documents, in a reasonably timely manner shall not affect the indemnification, defending, saving and holding harmless provided hereunder, except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. (b) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnified Party shall be entitled permit the Indemnifying Party to participate in the defense thereof and(it being understood that the Indemnified Party shall control such defense unless the Indemnifying Party assumes such defense as provided herein); provided, however, if it so choosesthe Indemnifying Party acknowledges its obligation to indemnify, defend, save and hold harmless the Indemnified Party therefor, then the Indemnifying Party may choose to assume the defense thereof of such Third Party Claim with counsel selected by the indemnifying party; provided, however, Indemnifying Party provided that such counsel is not reasonably objected satisfactory to by the indemnified partyIndemnified Party. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, the Indemnifying Party shall continue to be entitled to assert any limitation on its indemnification, defending, saving and holding harmless responsibility contained in Sections 13.07 and 13.08. Should the indemnifying party Indemnifying Party so elect to assume the defense of a such Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof, provided that, the Indemnifying Party does not seek to assert any limitation on its indemnification, defending, saving and holding harmless responsibility to the Indemnified Party. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party shall be liable for defense subject to the fees agreement of the Indemnifying Party and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed Indemnified Party to assume cooperate in the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the such Third Party Claim as provided abovein Section 13.05(c). (c) If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Third-Party Claim, all of : (i) the indemnified parties Parties shall reasonably cooperate with the indemnifying party in the defense or prosecution thereofof such Third-Party Claim. Such cooperation shall include the retention and (upon the indemnifying partyIndemnifying Party’s request) the provision to the indemnifying party Indemnifying Party of records and information which are reasonably relevant to such Third Party ClaimClaim and that can be obtained without unreasonable effort and expense, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. ; and (ii) the Indemnifying Party shall keep the Indemnified Party fully and timely informed as to the progress of the Third Party Claim, and the defense thereof, and provide the Indemnified Party with copies of all correspondence relating to such Third-Party Claim within five Business Days of receiving or sending such correspondence and otherwise keep the Indemnified Party fully and timely informed of the status of such Third-Party Claim. (d) Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any Judgment with respect to such Third Party Claim without the indemnifying partyIndemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not consent to the entry of any Judgment or enter into any settlement with respect to the Third Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, such consent of the Indemnified Party shall not be required in the event of the entry of such Judgment or entering into a settlement with respect to such Third Party Claim (i) does not include (x) the admission of any liability or responsibility (including any admission of any violation of Law) on behalf of the Indemnified Party, (y) any financial obligation to be paid by the Indemnified Party or (z) any sanction or restriction upon the conduct of any business of the Indemnified Party, and (ii) provides as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of an irrevocable release from all Liability in respect of such Third Party Claim in form and substance satisfactory to the Indemnified Party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above)thereof. (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed 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 (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify (i) the indemnifying party Seller if the Third Party Claim is one for which the Seller must give indemnification, or (ii) the Buyer if the Third Party Claim is one for which the Buyer must give indemnification, in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder under this Agreement except to the extent that the indemnifying party ability to defend such claim or demand shall have been prejudiced as a result of such failure (except that the indemnifying party making indemnification shall not be liable for any expenses incurred during the period in which prior to the giving of such notice by the indemnified party failed to give such noticeif notice is not timely given). Thereafter, the indemnified party shall deliver to the indemnifying partySeller or the Buyer, promptly as applicable, within ten days after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified partya Buyer Indemnified Party, the indemnifying party Seller shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense or settlement thereof with counsel selected by the Seller. If a Third Party Claim is made against a Seller Indemnified Party, the Buyer shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified partyBuyer. Should the indemnifying party Seller or the Buyer, as the case may be, so elect to assume the defense of a the Third Party Claim, except as otherwise provided below, the indemnifying party Seller shall not be liable to the indemnified party Buyer Indemnified Party for legal expenses subsequently incurred by a Buyer Indemnified Party in connection with the defense thereof and the Buyer shall not be liable to a Seller Indemnified Party for legal expenses subsequently incurred by the indemnified party Seller Indemnified Party in connection with the defense or settlement thereof. If the indemnifying party Seller or the Buyer, as the case may be, assumes such defensedefense or settlement, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying partyparty assuming the defense), which shall be at its own expense, separate from the counsel employed by the indemnifying partyparty assuming the defense, it being understood that the indemnifying party assuming the defense shall control such defense. The indemnifying party shall be liable for In the fees and expenses of counsel employed by event the indemnified party for any period during which Seller or the indemnifying party has failed Buyer fails to assume the defense thereof (other than during of a Third Party Claim within thirty days after receipt of the period prior notice referred to in Section 7.6(a) for which the time indemnified parties are entitled to be indemnified as provided above, the indemnified party shall have given notice of may defend the Third Party Claim as provided above)consistent with its obligations hereunder, at the expense and for the account of (i) the Seller if the Third Party Claim is one for which the Seller must give indemnification or (ii) the Buyer if the Third Party Claim is one for which the Buyer must give indemnification, and shall keep the party required to make indemnification fully informed regarding the progress and status thereof, and, under the circumstances described in this sentence, shall not settle, compromise or discharge such Third Party Claim without the consent of such party. (c) If the indemnifying party so Seller or the Buyer, as the case may be, elects to assume the defense of any Third Party Claim, : (i) all of the applicable indemnified parties shall cooperate with the indemnifying party assuming the defense in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision provision, to the indemnifying party assuming the defense, of records and information which are reasonably relevant to such Third Party Claim, Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not ; (ii) the indemnifying party shall have assumed assuming the defense of a Third Party Claim, shall keep the applicable indemnified parties fully informed regarding the progress and status thereof; (iii) the indemnified party parties 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 of the party assuming the defense (which consent shall not be unreasonably withheld); (iv) the party assuming the defense shall not settle, compromise or discharge such Third Party Claim without the prior written consent of the indemnified parties if such settlement, compromise or discharge requires any of the indemnified parties to cease any activity or to take any action (other than entering into an agreement setting forth the terms of such settlement, compromise or discharge); and (v) the indemnified parties from whom the defense was assumed shall reimburse the party assuming the defense for all legal fees and expenses reasonably incurred in defending against such claim if it is subsequently determined that the Third Party Claim is a claim for which indemnification is not required under Sections 7.2 or 7.3. (d) All claims under Sections 7.2 or 7.3 other than Third Party Claims shall be governed by Section 7.7.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”"INDEMNIFIED PARTY") to be entitled to any indemnification provided for under this Agreement (other than indemnification for a Tax Claim under Section 11.01 which shall be governed by Section 11.09) in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”"THIRD PARTY CLAIM"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) 10 business days after receipt by such indemnified party of written notice of the Third Party Claim; providedPROVIDED, howeverHOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) . 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 chooseschooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; providedPROVIDED, howeverHOWEVER, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, unless the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at retains its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed due to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation agreed upon conflict of any material provided hereunder. Whether or not the indemnifying party shall have assumed 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 (which consent shall not be unreasonably withheld).80 72

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or (other than under Section 11(a)) involving a claim or demand made by any person third party against the indemnified party (a “"Third Party Claim”"), such the indemnified party must shall notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice writing of the Third Party Claim, and deliver to the indemnifying party copies of all notices and documents accompanying or constituting the Third Party Claim, within five business days after obtaining notice thereof; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder hereunder, except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly within five business days after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) ; provided, however that failure to deliver such copies shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. If a Third Party Claim is made against an indemnified party, the indemnifying party shall will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not party and reasonably objected satisfactory to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, which election must be made within ten business days (in the case of a Third Party Claim with respect to which a complaint has been filed) or 20 business days (in the case of all other Third Party Claims) after the indemnifying party shall receives notice of the Third Party Claim from the indemnified party, the indemnifying party will not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to may, but need not, participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The If the indemnifying party has not assumed the defense of a Third Party Claim, the indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) party. If the indemnifying party so elects chooses to assume the defense of defend or prosecute any Third Party Claim, all of the indemnified parties party shall cooperate with the indemnifying party in the defense or prosecution thereofthereof with reimbursement by the indemnifying party of reasonable out-of-pocket expenses (but not compensation payments to or with respect to employees) of the indemnified party incurred in connection therewith and if the indemnifying party does not choose to defend or prosecute a Third Party Claim, the indemnifying party shall cooperate in the defense or prosecution thereof by the indemnified party. Such cooperation shall include the retention and (upon the indemnifying defending or prosecuting party’s 's request) the provision to the indemnifying defending or prosecuting party of records and information which that are reasonably relevant to such the Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the indemnifying party shall not have assumed the defense of a Third Party Claim, the indemnifying party agrees to waive any and all claims such indemnifying party may have against the indemnified party arising out of the conduct of the defense thereof by the indemnified party, except for claims of gross negligence or willful misconduct on the party of the indemnified party related solely to the conduct of such defense. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such the Third Party Claim without the indemnifying party’s 's prior written consent (consent, which consent shall not be unreasonably withheld. All Tax Claims shall be governed by Section 11(g). No reserves for Third Party Claims indemnified against by Seller pursuant to Section 11(b) shall be included in Closing Net Assets.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person third party including a Tax Authority against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) 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 chooseschooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless the indemnified party retains its own counsel due to a mutually agreed upon conflict of interest. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees employees, if applicable, reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed 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 consent. If the indemnifying party chooses to defend or prosecute any Third Party Claim, the indemnified party will agree to any settlement, compromise or discharge of such Third Party Claim which the indemnifying party may recommend so long as such settlement, compromise or discharge (i) by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, (ii) includes an unconditional release of the indemnified party and its officers, directors, employees and affiliates from all liability arising out of such claim, (iii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the indemnified party and (iv) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the indemnified party or any of its affiliates or requires any amendment to, or invalidates any portion of, this Agreement, the License Agreement, any Ancillary Agreement or any other Contract to which consent shall not be unreasonably withheld)the indemnified party is a party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) an Indemnified Person to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person third-party against the indemnified party Indemnified Person (a “Third Third-Party Claim”), such indemnified party Indemnified Person must notify provide the indemnifying party in writingIndemnifying Person with a Claim Notice regarding the Third-Party Claim (or Buyer or Seller, as applicable, on such Person’s behalf) promptly and in reasonable detail, of the Third Party Claim any event within ten twenty (1020) business days Business Days after receipt by such indemnified party Indemnified Person of written notice of the Third Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent (and only to the indemnifying party extent) the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claimfailure. (b) If a Third Third-Party Claim is made against an indemnified partyIndemnified Person, the indemnifying party shall Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying partyIndemnifying Person upon written notice to the Indemnified Person within thirty (30) days of having been notified of any Third Party Claim; provided, however, that that, if the Indemnifying Party is Seller, Seller shall not have the right to assume the defense of any such counsel Third-Party Claim (i) unless the Indemnifying Person irrevocably agrees to indemnify the Indemnified Person for all Losses arising or resulting from such Third-Party Claim (but subject to the Indemnity Cap or other limitation on the aggregate liability of the Indemnifying Person under this Article VIII) or (ii) if the Third-Party Claim (x) seeks an injunction or equitable relief against the Buyer or any of its Subsidiaries, including the Company Group or (y) seeks or, if the defense thereof is not unsuccessful, could reasonably objected to result in debarment of Buyer or any of its Subsidiaries, including the Company Group, or any of their respective Affiliates from current or future Government Contracts by the indemnified partyany Governmental Entity. Should the indemnifying party Indemnifying Person so elect to assume the defense of a Third Third-Party Claim, the indemnifying party shall Indemnifying Person will not be liable to the indemnified party Indemnified Person for legal fees and expenses subsequently incurred by the indemnified party Indemnified Person in connection with the defense thereof. Notwithstanding anything else in this Section 8.5(b) to the contrary, Seller in all cases shall be permitted to assume the defense of any Third-Party Claims involving Seller’s obligation to indemnify Buyer under Section 8.1(d) or Section 8.1(f); provided, that Seller shall not have the right to assume the defense of any such Third-Party Claim unless Seller irrevocably agrees in writing that Seller shall indemnify the Indemnified Person for all Losses arising or resulting from such Third-Party Claim (notwithstanding the Indemnity Cap or any other limitation of obligations of the Indemnifying Person under this Article VIII). If the indemnifying party Indemnifying Person assumes such defense, the indemnified party Indemnified Person shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)and, at its own expense, to employ counsel reasonably acceptable to the Indemnifying Person, separate from the counsel employed by the indemnifying partyIndemnifying Person, it being understood that the indemnifying party Indemnifying Person shall control such defense. The indemnifying party Indemnifying Person shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Person for any period during which the indemnifying party Indemnifying Person has failed to assume not assumed the defense thereof (other than during any period in which the period prior to the time the indemnified party Indemnified Person shall have given failed to give notice of the Third Third-Party Claim as provided abovein Section 8.5(a). (c) ). If the indemnifying party so elects Indemnifying Person chooses to assume the defense of defend or prosecute any Third Third-Party Claim, all of the indemnified parties Indemnifying Party shall reasonably cooperate in providing information to and consulting with the Indemnified Person about the Third-Party Claim, and the Indemnified Person, Buyer and Seller (as applicable) shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying partyIndemnifying Person’s request) the provision provision, upon reasonable notice, to the indemnifying party Indemnifying Person of records and information which that are reasonably relevant to such Third Third-Party Claim, and making officers, directors, employees and agents of Buyer, Seller, the Company and/or Indemnified Person (as applicable) available on a mutually convenient basis to provide additional information information, testimony at depositions, hearings or trials, and explanation such other assistance as may be reasonably requested by the Indemnifying Person, in each case at the cost of any material provided hereunderthe Indemnifying Person. Whether or not the indemnifying party Indemnifying Person shall have assumed the defense of a Third Third-Party Claim, the indemnified party Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim without the indemnifying partyIndemnifying Person’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Person shall not admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim without the Indemnified Person’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Indemnified Person shall agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Person may recommend that by its terms obligates the Indemnifying Person to pay the full amount of the liability in connection with such Third-Party Claim, that provides solely for a financial settlement to be paid entirely by the Indemnified Person, unconditionally releases the Indemnified Person and its Affiliates and their respective stockholders, members, partners, successors, assigns, officers, directors, managers, employees, agents and representatives completely from all liabilities and obligations in connection with such Third-Party Claim and that does not contain any admission of liability or provide for any form of non-monetary or equitable relief, including any restriction or limitation on the prospective business or activities of the Indemnified Person or its Affiliates and their respective stockholders, members, partners, successors, assigns, officers, directors, managers, employees, agents and representatives. (c) With respect to Taxes, the procedures described in Section 8.8 shall apply in lieu of the procedures of this Section 8.5.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person not a party, or an Affiliate of a party, to this Agreement against the such indemnified party (a “Third Party Claim”), such indemnified party must notify the party responsible for such indemnification (the “indemnifying party party”) in writing, and in reasonable detail, of the Third Party Claim within ten (10) 20 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, provided that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been materially and actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the such indemnified party failed to give such notice). Thereafter, the such indemnified party shall deliver to the indemnifying party, promptly after the such indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the such indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an any indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, provided that such counsel is not reasonably objected to by the such indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the any indemnified party for legal expenses subsequently incurred by the such indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the each indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the any indemnified party for any period during which the indemnifying party has failed to assume not assumed the defense thereof of a Third Party Claim (other than during the period prior to the time the indemnified indemnifying party shall have was given notice of the such Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of defend or prosecute any Third Party Claim, all of the indemnified parties shall use commercially reasonable efforts to cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records Records and information which that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the indemnifying party assumes the defense of a Third Party Claim, each indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the Liability in connection with such Third Party Claim and that releases such indemnified party completely in connection with such Third Party Claim; provided that such indemnifying party shall not consent, and the indemnified party shall not be required to agree, to the entry into any settlement, compromise or discharge that (i) requires an express admission of wrongdoing by the indemnified party or (ii) provides for injunctive or other non-monetary relief affecting the indemnified party in any way. (d) Notwithstanding the foregoing provisions of this Section 11.07, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any indemnified party in defending such Third Party Claim) if (i) such indemnifying party has not acknowledged in writing its obligation to indemnify the indemnified party in accordance with this Article XI against any Losses that may result from such Third Party Claim, (ii) such indemnified party shall have reasonably determined in good faith, after conferring with its outside counsel, that an actual or a potential conflict of interest relating to the indemnifying party makes representation by the indemnifying party’s counsel inappropriate, (iii) such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against such indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages, (iv) such Third Party Claim involves Tax matters or (v) such Third Party Claim alleges criminal conduct or involves criminal penalties with respect to such indemnified party or its Affiliates. (e) Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the no 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 (which consent shall not be unreasonably withheld); provided that such indemnified party shall not consent, and the indemnifying party shall not be required to agree, to the entry into any settlement, compromise or discharge that (i) requires an express admission of wrongdoing by the indemnifying party or (ii) provides for injunctive or other non-monetary relief affecting the indemnifying party in any way.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “"indemnified party”") to be entitled to any indemnification provided for under Sections 11.1 and 11.2 of this Agreement in respect of, arising out of or involving a claim or demand made by any person person, firm, governmental authority or corporation against the indemnified party (a “Third "Third-Party Claim”"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Third-Party Claim within ten (10) business 15 days after receipt by such indemnified party of written notice of the Third Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly within 5 business days after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Third-Party Claim. (b) . If a Third Third-Party Claim is made against an indemnified party, the indemnifying party shall will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not party and reasonably objected satisfactory to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Third-Party Claim, the indemnifying party shall will not be liable to the indemnified party for legal fees and expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense; provided, however, that such indemnified party shall pay the fees and expenses of such counsel unless the named parties to any such claim or proceeding include both such indemnified party and the indemnifying party and such indemnified party has been advised by legal counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case, if such indemnified party informs the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim or proceeding on behalf of such indemnified party), it being understood that the indemnifying party shall not, in connection with any one claim or proceeding, be liable for the fees and expenses of more than one separate firm of attorneys at any time for such indemnified party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) thereof. If the indemnifying party so elects chooses to assume the defense of defend or prosecute any Third Third-Party Claim, all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s 's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Third-Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim without the indemnifying party’s 's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (to receive the “indemnified party”) to be entitled to any indemnification provided for benefits of the indemnity under this Agreement Section 10.01 or Section 10.02, as applicable, in respect of, arising out of or involving a claim or demand made by any person against the indemnified party Third Party (a “Third Party Claim”) against a Purchaser Indemnitee or Seller Indemnitee (either, an “Indemnitee”), such indemnified party must notify Indemnitee must: (i) give the indemnifying party in writing, and Party (the “Indemnitor”) written notice describing the matter in reasonable detail, including the nature of any claim or potential claim, promptly after the Indemnitee receives notice thereof; provided that failure of the Indemnitee to provide such notice shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under this Agreement, except to the extent that the Indemnitor’s rights, and/or its ability to defend against or settle such claim or potential claim, are materially prejudiced by such failure to notify; (ii) allow the Indemnitor to assume the control of the defense or settlement with counsel of its choice reasonable satisfactory to the Indemnitee, provided that (A) settlement of, or an adverse judgment with respect to, the Third Party Claim within ten shall not include any admission or ongoing obligation or restriction on the part of the Indemnitee, and with respect to indemnification by the Seller, such settlement may not adversely affect the rights of the Purchaser with respect to the Acquired Assets (10including the Product) business days after receipt by such indemnified party of or the Assumed Liabilities without the Purchaser’s prior written notice of consent, and (B) the Third Party Claim; provided, however, that failure to give such notification Claim involves only monetary damages (which amount shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the fully indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim.Indemnitor); and (biii) If a Third Party Claim is made against an indemnified party, reasonably cooperate with the indemnifying party shall be entitled to participate Indemnitor in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the its defense of a the claim (including, without limitation, making documents and records available for review and copying and making persons within the Indemnitee’s control available for pertinent interview and testimony), so long as such cooperation does not vitiate any legal privilege to which such Indemnitee is entitled. If the Indemnitor defends the Third Party Claim, the indemnifying party Indemnitee may at its expense and using attorneys of its choice, participate in, but shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defensehave any control of, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereofsuch claim. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party The Indemnitor shall have assumed the defense no liability under this Article X as to any claim for which settlement or compromise of a Third Party Claim, the indemnified party shall not admit any liability with respect tosuch claim, or settlean offer of settlement or compromise of such claim, compromise or discharge, such Third Party Claim is made by an Indemnitee without the indemnifying party’s prior written consent (of the Indemnitor, which consent shall not be unreasonably withheld), delayed or conditioned.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a an indemnified party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person Person (other than a party hereto) against the indemnified party (a “"Third Party Claim”"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten twenty (1020) business days Business Days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder obligations set forth in this Article IX except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, reasonably promptly after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) . 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 the indemnifying party so chooseschooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, provided that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) . If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties party shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s 's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, neither the indemnifying party nor the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying other party’s 's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party other than claims for Taxes which are addressed by Section 10.09 (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). Notwithstanding anything in this Section 10.07 to the contrary, (i) if such Third Party Claim would give rise to Losses that are more than 250% the amount indemnifiable by such indemnifying party pursuant to this Article X, then the indemnified party may elect to retain control of such defense, provided its legal fees and expenses shall be at its own expense and shall not be indemnified pursuant to this Article X, and the indemnifying party shall be entitled to participate in the defense thereof and (ii) if the claim for indemnification with respect to a Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment or investigation, the indemnified party shall be entitled to jointly control the defense thereof with the indemnifying party (and to employ counsel reasonably acceptable to the indemnifying party, at its own expense) for so long as such criminal proceeding, action, indictment or investigation is continuing. (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, discharge such Third Party Claim without the indemnifying party’s prior written consent (which consent shall consent, not to be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim and which releases the indemnified party completely in connection with such Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement (other than indemnification for a Tax Claim under Section 11.01 which shall be governed by Section 11.10) in respect of, arising out of or involving a claim or demand made by any person a third party against the indemnified party (a “Third Party Claim”), such indemnified party must promptly notify the indemnifying party in writing, and writing (which notice shall describe in reasonable detail, of detail the events giving rise to such Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice Claim), of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been is actually prejudiced as a result of by such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) 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, to assume the defense thereof with counsel with sufficient competence in such matters selected by the indemnifying party; provided, however, that such counsel is not party reasonably objected satisfactory to by the indemnified partyparty so long as (i) the Third Party Claim principally involves money damages and does not principally seek an injunction or other equitable relief against the indemnified party and (ii) the Third Party Claim does not relate to or otherwise arise in connection with any criminal laws or regulatory enforcement action. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above)thereof. (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, (i) it shall pursue such defense until the Third Party Claim has been resolved and (ii) all of the indemnified parties shall cooperate with the indemnifying party at the indemnifying party’s expense in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, 58 subject to the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that such consent shall be deemed reasonably withheld if (A) such settlement requires a payment to be made to the counterparty in such Third Party Claim and does not provide that the indemnifying party agrees to pay such settlement (subject to the limitations set forth in this Article XI) or (B) such settlement or consent results in the finding or admission of any violation of criminal laws or any other admission of criminal wrongdoing on the part of the indemnified party. Whether or not the indemnifying party shall have assumed 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 (consent, which consent shall not be unreasonably withheld), conditioned or delayed; provided, that such consent shall be deemed reasonably withheld if such settlement or consent results in the finding or admission of any violation of criminal laws or any other admission of criminal wrongdoing on the part of the indemnifying party. (d) Notwithstanding anything to the contrary herein, this Article XI shall not address the Specified Litigation, and the Specified Litigation shall be exclusively governed by the Specified Agreement.

Procedures Relating to Indemnification for Third Party Claims. (ai) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person Person (other than any party to this Agreement or its affiliates) against the indemnified party Indemnified Party (a “"Third Party Claim”"), such indemnified party Indemnified Party must notify provide an Indemnification Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably possible after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) business days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that failure to provide an Indemnification Notice, or deliver copies of all notices and documents, in a timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (bii) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooseschooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the indemnifying party; providedIndemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, howeverthe Indemnifying Party shall continue to be entitled to assert any limitation on its indemnification responsibility contained in Sections 16(g), that such counsel is not reasonably objected to by the indemnified party16(h), 16(i) and 16(j). Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) thereof. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying party’s Indemnifying Party's request) the provision to the indemnifying party Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making officers and employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not If the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to, such Third Party Claim without the indemnifying party’s Indemnified Party's prior written consent if such admission, settlement, compromise, discharge, or consent (which consent shall i) does not be unreasonably withheld)include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such Third Party Claim, or (ii) would result in injunctive or other equitable relief being imposed against the Indemnified Party.

Procedures Relating to Indemnification for Third Party Claims. (ai) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person Person against the indemnified party Indemnified Party (a “"Third Party Claim”"), such indemnified party Indemnified Party must notify provide an Indemnification Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably possible after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) business days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that failure to provide an Indemnification Notice, or deliver copies of all notices and documents, on a timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (bii) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooseschooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the indemnifying party; providedIndemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, however, that such counsel is not reasonably objected the Indemnifying Party shall continue to by the indemnified partybe entitled to assert any limitation on its indemnification responsibility contained in Sections 15(j) and 15(k). Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) thereof. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying party’s Indemnifying Party's request) the provision to the indemnifying party Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to, such Third Party Claim without the indemnifying party’s Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person third-party against the indemnified party Indemnified Party (a “Third Third-Party Claim”), such indemnified party Indemnified Party must notify provide the indemnifying party in writing, Indemnifying Party with a written notice thereof regarding the Third-Party Claim promptly and in reasonable detail, of the Third Party Claim any event within ten (10) business days Business Days after receipt by such indemnified party Indemnified Party of written notice of the Third Third-Party Claim; provided, however, that failure to give such notification shall not affect relieve the Indemnifying Party from any obligation to provide indemnification provided hereunder hereunder, except to the extent the indemnifying party Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the indemnifying party Indemnifying Party shall not be liable for any expenses expense incurred during the period in which the indemnified party Indemnified Party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Third-Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party shall Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying partyIndemnifying Party; provided, however, that any such counsel is not reasonably objected to assumption of the defense by the indemnified partyIndemnifying Party shall constitute an acknowledgement and acceptance by the Indemnifying Party of its obligation to indemnify the Indemnified Party for all Losses arising out of such Third-Party Claim. If the Third-Party Claim includes allegations for which the Indemnifying Party both would and would not be obligated to indemnify the Indemnified Party, the Indemnifying Party and the Indemnified Party shall in that case jointly assume the defense thereof. Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Third-Party Claim, the indemnifying party shall Indemnifying Party will not be liable to the indemnified party Indemnified Party for legal fees and expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof; provided, however, that if in the written opinion of counsel to the Indemnified Party a conflict of interest exists in respect of such claim, the Indemnified Party shall have the right to employ separate counsel to represent the Indemnified Party and in that event the legal fees and expenses subsequently incurred by the Indemnified Party in connection with the defense thereof shall be paid by the Indemnifying Party. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)and, at its own expenseexpense (except as otherwise provided in the preceding sentence), to employ counsel reasonably acceptable to the Indemnifying Party, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof of the Third Party Claim (other than during any period in which the period prior to the time the indemnified party Indemnified Party shall have given failed to give notice of the Third Third-Party Claim as provided above). (c) If the indemnifying party so elects Indemnifying Party chooses to assume defend or participate in the defense of any Third Third-Party Claim, all of the indemnified parties Indemnified Party and Purchaser and Seller (as applicable) shall cooperate with the indemnifying party in the defense or prosecution thereofdefense. Such cooperation shall include the retention and (upon the indemnifying partyIndemnifying Party’s request) the provision to the indemnifying party Indemnifying Party of records and information which that are reasonably relevant to such Third Third-Party Claim, and making officers, directors, employees and agents of the Indemnified Party and Purchaser and Seller (as applicable) available on a mutually convenient basis to provide additional information information, testimony at depositions, hearings or trials, and explanation of any material provided hereundersuch other assistance as may be reasonably requested by the Indemnifying Party. Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Third-Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim without the indemnifying partyIndemnifying Party’s prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). The Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed); provided, however, that the Indemnified Party shall consent to any settlement or compromise if the sole relief (other than confidentiality obligations related to such settlement or compromise) provided is monetary damages that are paid in full by the Indemnifying Party and that releases the Indemnified Party completely in connection with such Third-Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (ai) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person Person against the indemnified party Indemnified Party (a “"Third Party Claim”"), such indemnified party Indemnified Party must notify provide an Indemnification Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably possible after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) business 41 51 days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that failure to provide an Indemnification Notice, or deliver copies of all notices and documents, on a timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (bii) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooseschooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the indemnifying party; providedIndemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, however, that such counsel is not reasonably objected the Indemnifying Party shall continue to by the indemnified partybe entitled to assert any limitation on its indemnification responsibility contained in Sections 15(j) and 15(k). Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) thereof. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying party’s Indemnifying Party's request) the provision to the indemnifying party Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnifying party’s Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement (the “indemnified party”) (other than indemnification for a Tax Claim under Section 11.01 which shall be governed by Section 11.09) in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the party under this Agreement who may be responsible for indemnification in respect of such claim or demand (the “indemnifying party”) in writing (which notice shall specify in reasonable detail the events giving rise to such Third Party Claim, the amount of Losses accrued by the indemnified party in writingor the amount of Losses that the indemnified party reasonably anticipates it will have to pay, and in reasonable detailthe specific representation, warranty or covenant on which such Third Party Claim is based) of the Third Party Claim within ten (10) 10 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the any indemnification obligations provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) to the extent received by the indemnified party relating to the Third Party Claim. (b) 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 chooseschooses and acknowledges its obligation to indemnify the indemnified party for such Third Party Claim, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, provided that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). Nothing herein shall be interpreted to prevent the indemnified party from taking any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives a notice from the indemnifying party as contemplated by the first sentence hereof. (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention (in accordance with the terms of this Agreement) and (upon the indemnifying party’s reasonable request) the provision to the indemnifying party of copies of records and information which that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, however, that such access to employees does not unreasonably disrupt the normal operations of the indemnified party or its subsidiaries or Affiliates or cause the loss of any attorney-client privilege. Whether or not If the indemnifying party shall have assumed the defense and control of a Third Party Claim and is in good faith defending such 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 (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the indemnifying party has not assumed the defense and control of a Third Party Claim in accordance with this Article XI, the indemnified party shall be entitled to defend and control such claim as it deems appropriate, without prejudice to any other rights of the indemnified party under this Article XI, but shall not be permitted to agree to any settlement, or the entry of any judgment arising from, any Third Party Claim, without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld, conditioned or delayed). If the indemnifying party shall have assumed the defense and control of a Third Party Claim, or in the event that the indemnified party shall have assumed the defense and control of a Third Party Claim on the basis permitted in Article XI, it shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, (A) in its sole discretion and without the consent of any indemnified party or indemnifying party, respectively; provided, that the indemnifying party or the indemnified party, respectively, shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement or judgment (unless otherwise provided in such judgment), (ii) not agree to any settlement that by its terms would encumber any of the assets of any indemnified party or the indemnifying party, respectively, or impose any restriction or condition on any indemnified party or the indemnifying party, respectively, or the conduct of any indemnified party’s or indemnifying party’s, respectively, business and (iii) obtain, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, a complete and unconditional release of each indemnified party or indemnifying party, respectively, from any and all liabilities in respect of such Third Party Claim or (B) with the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the indemnified party or indemnifying party, respectively.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “"indemnified party”") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “"Third Party Claim”"), such indemnified party must notify give notice to the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten five (105) business days Business Days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly within two (2) Business Days after the indemnified party’s 's receipt thereof, copies of all notices and documents (including includ­ing court papers) received by the indemnified party relating to the Third Party Claim. (b) . If a Third Party Claim is made against an indemnified indemni­fied party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently subse­quently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying indemnify­ing party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution prose­cution thereof. Such cooperation shall include the retention reten­tion and (upon the indemnifying party’s 's request) the provision provi­sion to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying indemnify­ing party shall have assumed 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 's prior written consent (consent. If the indemnifying party shall have assumed the defense of a Third Party Claim, the indem­nified party shall agree to any settlement, compromise or discharge of a Third Party Claim which consent shall not be unreasonably withheld)the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim and which releases the indemnifying party completely in connection with such Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) a. In order for a party Party (the an “indemnified partyIndemnified Party”) to be entitled to any indemnification provided for under this Agreement Section 7.1 in respect of, of Losses arising out of or involving a claim or demand made by any person Person other than Purchaser or Seller against the indemnified party a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable (a “Third Third-Party Claim”), such indemnified party must notify the indemnifying party in writingIndemnified Party must, and in reasonable detail, promptly after its receipt of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third commencement of such Third-Party Claim, notify the Party from whom indemnification is sought under Section 7.1 (the “Indemnifying Party”) in writing (including in such notice a brief description of such Third-Party Claim, including damages sought or estimated, to the extent actually known or reasonably capable of estimation by the Indemnified Party); provided, however, that the failure to give promptly provide such notification notice shall not affect the indemnification provided hereunder under Section 7.1 except to the extent that the indemnifying party shall have Indemnifying Party has been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third such Third-Party Claim. (b) If a Third b. The Indemnifying Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof of any Third-Party Claim and, if it so chooses, to assume the defense thereof thereof, at its own expense, with counsel selected by the indemnifying partyIndemnifying Party; provided, however, provided that such counsel is not reasonably objected to by the indemnified partyIndemnified Party. Should If the indemnifying party so elect Indemnifying Party elects to assume the defense of a Third any Third-Party Claim and thereafter defends the Third-Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If , except that, if the indemnifying party assumes Indemnifying Party and the Indemnified Party have conflicting interests with respect to such defenseThird-Party Claim, or if the Indemnifying Party ceases to defend such Third-Party Claim, the indemnified party shall have the right to participate in the defense thereof and to employ Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to by the indemnifying party)Indemnifying Party) with respect to such Third-Party Claim and the related action or suit, at its own expenseand the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement. If the Indemnifying Party elects to assume the defense of any Third-Party Claim, separate from the Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of such Third-Party Claim through counsel employed chosen by the indemnifying partyIndemnified Party and, it being understood that except in the indemnifying party circumstances described in the immediately preceding sentence, the fees and expenses of such counsel shall control such defensebe borne by the Indemnified Party. The indemnifying party Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the indemnified party Indemnified Party in the defense of a Third-Party Claim (which shall all be considered Losses for purposes of this Agreement) for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party Indemnified Party shall have given notice notified the Indemnifying Party of the Third such Third-Party Claim as provided above). (c) If the indemnifying party so elects and a reasonable period after such notification for such Indemnifying Party to assume the defense of any Third such Third-Party Claim, all of the indemnified parties ). c. The Parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such of any Third-Party Claim, with such cooperation shall to include (i) the retention of and (upon the indemnifying party’s request) the provision to the indemnifying party Indemnifying Party of records and information which that are reasonably relevant to such Third Third-Party Claim, Claim and (ii) the making available of employees available on a mutually convenient basis to provide for providing additional information and explanation of any material provided hereunder. Whether or not If the indemnifying party Indemnifying Party shall have assumed the defense of a Third Third-Party Claim, the indemnified party Indemnified Party shall not admit agree to any liability with respect to, or settlesettlement, compromise or dischargedischarge of such Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability (if any) in connection with such Third-Party Claim and which does not impose any non-monetary penalties on the Indemnified Party and releases the Indemnified Party completely and unconditionally in connection with such Third-Party Claim. Regardless of whether the Indemnifying Party shall have assumed the defense of a Third-Party Claim, the Indemnified Party shall not be entitled to be indemnified or held harmless pursuant to Section 7.1 if the Indemnified Party shall settle such Third Third-Party Claim without the indemnifying party’s prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld, conditioned, or delayed).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person who is not a party to this Agreement or an Affiliate, agent or representative of the foregoing against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days promptly after receipt by such indemnified party of written notice of the Third Party ClaimClaim pursuant to Section 7.04; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except and only to the extent the indemnifying party shall have been materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is party (not reasonably objected to by the indemnified party. Should ); provided, however, that (i) prior to assuming the defense of any Third Party Claim, the indemnifying party so elect shall acknowledge in writing its obligations to indemnify the indemnified party against any Losses that may result from such Third Party Claim (subject in all cases to the limitations on liability set forth in this Article VII), and (ii) the indemnifying party shall not be entitled to assume the defense of any Third Party Claim that (A) involves criminal liability solely with respect to Purchaser and its Affiliates or (B) seeks equitable relief or any other non-monetary remedy against the indemnified party. If the indemnifying party elects to assume the defense of a Third Party ClaimClaim in accordance with this Section 7.05(b), the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that if (1) the indemnified party reasonably concludes, after consultation with counsel, that representation of the indemnified party and the indemnifying party by the same counsel presents an actual or potential conflict of interest or (2) the indemnified party determines, after consultation with counsel, that it has legal defenses available to it which are different from or in addition to the defenses available to the indemnifying party, then the indemnified party may retain its own counsel at the expense of the indemnifying party in a maximum of two jurisdictions in which the indemnified party determines counsel is required at the expense of the indemnifying party. If the indemnifying party assumes such defenseelects to assume the defense of a Third Party Claim in accordance with this Section 7.05(b), the indemnified party shall have the right to participate in the defense thereof and and, without limiting the preceding sentence, to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any a Third Party ClaimClaim in accordance with Section 7.05(b), all of the indemnified parties party shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not If the indemnifying indemnified party shall have assumed is conducting the defense of a any Third Party Claim, the indemnifying party shall cooperate with the indemnified party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnified party’s request) the provision to the indemnified party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The indemnifying party shall not admit any liability with respect to, or settle, compromise or discharge, such any Third Party Claim without the indemnifying indemnified party’s prior written consent, unless (i) the proposed settlement or disposition involves only the payment of money damages by the indemnifying party for which the indemnified party shall have no liability, the proposed settlement or disposition does not impose an injunction or other equitable relief upon the indemnified party, (iii) the proposed settlement or disposition does not include any admission of wrongdoing or misconduct and (iv) the indemnified party is fully and unconditionally released from any liability relating to such Third Party Claim. (d) Except with the consent of the indemnifying party (which such consent shall not to be unreasonably withheld, conditioned or delayed), no settlement of any such Third Party Claim with third party claimants shall (i) be dispositive of the existence of an indemnifiable claim, (ii) be determinative of the amount of Losses relating to such matter or (iii) preclude the right of the indemnifying parties to dispute the indemnified party’s entitlement to indemnification hereunder; provided further, however, that the consent of the indemnifying party with respect to any settlement of any such Third Party Claim shall be deemed to have been given unless the indemnifying party shall have objected within [***] after a written request for such consent by the indemnified party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving Any Indemnified Party making a claim or demand made by for indemnification pursuant to this ARTICLE VIII for any person Third Party Claim shall deliver an Indemnification Notice to the Indemnifying Party promptly (but in no event more than thirty (30) days) after becoming aware of any Proceeding against the indemnified Indemnified Party by a third party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that any failure on the part of the Indemnified Party to give such notification so notify the Indemnifying Party shall not affect limit any of the indemnification provided hereunder obligations of the Indemnifying Party under this Agreement except to the extent the indemnifying party shall have been such Indemnifying Party is actually and materially prejudiced as a result by reason of such failure failure. The Indemnification Notice shall reasonably set forth the specific facts and circumstances, in reasonable detail (except to the extent then reasonably known), giving rise to the claim, the amount of Loss or Losses (or a non-binding, reasonable estimate thereof if the actual amount is not known and, to the extent known, the method of calculation of such amount) that the indemnifying party shall not be liable for any expenses incurred during Indemnified Party has suffered, sustained or incurred, or expects to suffer, sustain or incur, and the period in specific Section(s) of this Agreement upon which the indemnified party failed to give Indemnified Party is relying in seeking such notice). Thereafterindemnification and such other information with respect thereto as the Indemnifying Party may reasonably request, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies and a copy of all notices pleadings and documents (including court papers) received by the indemnified correspondence to or from any third party relating to the Third related thereto, if available. Any Indemnifying Party Claim. (b) 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects at such Indemnifying Party’s expense, and at its option shall be entitled to assume the defense of any Third Party ClaimClaim against an Indemnified Party with respect to which the Indemnifying Party is, all of or could be determined to be, obligated to indemnify, defend and hold harmless the indemnified parties Indemnified Party pursuant to this Agreement by appointing a reputable counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense, to be the lead counsel in connection with such defense; provided, that the Indemnified Party shall cooperate with the indemnifying party be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose (provided, that notwithstanding anything herein to the contrary other than the immediately following sentence, the fees and expenses of such separate counsel shall be borne by the Indemnified Party and shall not be recoverable from such Indemnifying Party); provided that the Indemnifying Party shall not be entitled to assume or prosecution thereof. Such cooperation continue control of the defense of any Third Party Claim (and the Indemnified Party shall include the retention assume defense thereof and all reasonable attorneys’ fees and expenses relating thereto shall constitute Losses subject to indemnification hereunder) if (upon the indemnifying party’s requesti) the provision Third Party Claim relates to or arises in connection with any criminal Proceeding or any other Proceeding by a Governmental Entity, (ii) the indemnifying party Third Party Claim seeks an injunction or equitable relief against the Indemnified Party, (iii) the Third Party Claim has or would reasonably be expected to result in Losses in excess of records and information which are reasonably relevant the applicable limitations on liability, if any, to Sellers’ indemnification obligations set forth in Section 8.4 with respect to such Third Party Claim, and making employees available Sellers and Guarantor do not waive the applicability of such limitations on a mutually convenient basis to provide additional information liability (such that Sellers and explanation Guarantor assume liability for all Losses in respect of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a such Third Party Claim), (iv) the Indemnified Party reasonably believes (based on the advice of counsel) that the interests of the Indemnifying Party and the Indemnified Party with respect to such claim are in conflict with one another and, as a result, the indemnified party Indemnifying Party could not adequately represent the interests of the Indemnified Party in such claim, (v) the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to it that conflict with or are in addition to those available to the Indemnifying Party, and, in the reasonable judgment of counsel to the Indemnified Party, counsel for the Indemnifying Party could not admit any liability with respect toadequately represent the interests of the Indemnified Party, (vi) the Indemnifying Party has failed or settle, compromise or discharge, is failing to defend in good faith the Third Party Claim; (vii) the Indemnifying Party has not acknowledged in writing that such Third Party Claim is subject to, and Indemnified Party is entitled to, indemnification pursuant to this ARTICLE VIII (provided however that such acknowledgment shall not include any waiver or statement regarding the merits of the Third Party Claim itself), or (viii) the Indemnifying Party fails to give written notice that it will assume the defense of such Third Party Claim within thirty (30) days after delivery of the Indemnified Party’s Indemnification Notice in accordance with Section 11.6 and this Section 8.6(a). (b) In the event that the Indemnifying Party is entitled to, and does, assume the defense of the Third Party Claim in accordance with Section 8.6, the Indemnifying Party shall have the right to conduct such defense and take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party, and the Indemnified Party shall have the right (but not the obligation) to participate in the defense of such Third Party Claim and to employ, at its own expense, counsel separate from counsel employed by the Indemnifying Party. The Indemnifying Party shall not be entitled to adjust, compromise or settle any Third Party Claim or permit a default or consent to the entry of any judgment without the indemnifying party’s prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless (i) such settlement, adjustment, compromise or judgment consists solely of money damages to be fully paid by the Indemnifying Party, (ii) such settlement, adjustment, compromise or judgment includes as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a full and complete written release of each Indemnified Party and its Representatives, reasonably satisfactory to the Indemnified Party, from all Losses or other Liability in respect to such Third Party Claim, (iii) such settlement, adjustment, compromise or judgment would not result in the statement of liability, wrongdoing, criminal offense or finding or admission of any violation of Law by the Indemnified Party, and (iv) as a result of such settlement, adjustment, compromise or judgment, no injunctive or other equitable relief would be imposed against the Indemnified Party. If the Indemnifying Party does not or is not permitted to assume, or continue control of, or withdraws from, the defense of a Third Party Claim pursuant to this Section 8.6 and the Indemnified Party assumes the defense thereof, the Indemnified Party shall not settle, adjust or compromise or permit a default or consent to entry of any judgment in respect of any Third Party Claim if the Indemnifying Party shall have any obligation as a result of such settlement (whether monetary or otherwise) unless such settlement, adjustment, compromise or judgment is consented to in writing by the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. All attorneys’ fees and other costs and expenses relating to the defense by the Indemnified Party shall be included in Losses. (c) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim. Without limiting the generality of the foregoing, if the Indemnified Party assumes the defense of a Third Party Claim in accordance with this Section 8.6, the Indemnifying Party shall make available to the Indemnified Party any documents and materials in its possession or control that may be necessary to the defense, negotiation, settlement, adjustment or compromise of such Third Party Claim. Without the limiting the generality of the foregoing, if the Indemnifying Party assumes the defense of a Third Party Claim in accordance with this Section 8.6, the Indemnified Party shall make available to the Indemnifying Party any documents and materials in its possession or control that may be necessary to the defense, negotiation, settlement, adjustment or compromise of such Third Party Claim. Any consent to be given by the Buyer Indemnified Parties under this Section 8.6 shall be given by Buyers acting on behalf of the Buyer Indemnified Parties and any consent to be given by the Seller Indemnified Parties under this Section 8.6 shall be given solely by any Seller acting for and on behalf of the Seller Indemnified Parties. (d) With respect to a Third Party Claim under this Section 8.6, after (i) any final decision, judgment, or award shall have been rendered by a Governmental Entity of competent jurisdiction and the expiration of the time in which to appeal therefrom, (ii) a settlement, adjustment or compromise shall have been consummated, or (iii) the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party in accordance with this Agreement with respect to such matter and (A) if the Indemnified Parties are Buyer Indemnified Parties (1) if all or any portion of such sums is to be paid out of the Indemnity Escrow Account, Buyers and Sellers shall jointly instruct the Escrow Agent to pay such amount to the Buyer Indemnified Parties in accordance with this ARTICLE VIII and the applicable Escrow Agreement, such joint instruction to be delivered to the Escrow Agent within five (5) Business Days following the determination of such sums in accordance with the foregoing clauses (i), (ii) and (iii), and (2) the Indemnifying Party shall pay all of such remaining sums so due and owing to the Indemnified Party in accordance with this Section 8.6, within five (5) Business Days following the determination of such sums in accordance with the foregoing clauses (i), (ii) and (iii), and (B) if the Indemnified Parties are Seller Indemnified Parties, the Indemnifying Party shall pay all sums due and owing to the Indemnified Party in accordance with this ARTICLE VIII, within five (5) Business Days following the determination of such sums in accordance with the foregoing clauses (i), (ii) and (iii). (e) If for whatever reason (including the Indemnifying Party’s failure to pay any judgment, settlement, adjustment, compromise, attorney’s fees or court costs with respect thereto), the Indemnified Party is required to pay any indemnification claim or any portion thereof, or if the Indemnified Party is permitted under the terms hereof to retain its own counsel with respect to any indemnification claim at the Indemnifying Party’s expense, the Indemnified Party may pay such amounts which the Indemnified Party may deem reasonably appropriate after giving written notice of same to the Indemnifying Party. In the event of any such payments by the Indemnified Party pursuant to this Section 8.6(e), the Indemnifying Party shall reimburse the Indemnified Party for the amounts actually so paid by the Indemnified Party within five (5) Business Days after the Indemnified Party’s written demand therefor.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “"indemnified party”") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “"Third Party Claim”), ") such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Third-Party Claim. (b) If a Third 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Third-Party Claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Third-Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Third-Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s 's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Third-Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim without the indemnifying party’s 's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party Party (the an “indemnified partyIndemnified Party”) to be entitled to any indemnification provided for under this Agreement Article 7 in respect of, of Losses arising out of or involving a claim or demand made by any person Person other than Purchaser or Seller against the indemnified party a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writingIndemnified Party must, and in reasonable detail, promptly after its receipt of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the commencement of such Third Party Claim, notify the Party from whom indemnification is sought under this Article 7 (the “Indemnifying Party”) in writing (including in such notice a brief description of such Third Party Claim, including damages sought or estimated, to the extent actually known or reasonably capable of estimation by the Indemnified Party); provided, however, that the failure to give promptly provide such notification notice shall not 4136-8572-7307.8 affect the indemnification provided hereunder under this Article 7 except to the extent that the indemnifying party shall have Indemnifying Party has been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the such Third Party Claim. (b) If a Third The Indemnifying Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof of any Third Party Claim and, if it so chooses, to assume the defense thereof thereof, at its own expense, with counsel selected by the indemnifying partyIndemnifying Party; provided, however, provided that such counsel is not reasonably objected to by the indemnified partyIndemnified Party. Should If the indemnifying party so elect Indemnifying Party elects to assume the defense of a any Third Party Claim and thereafter defends the Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If , except that, if the indemnifying party assumes Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such defenseThird Party Claim, or if the Indemnifying Party ceases to defend the Third Party Claim, the indemnified party shall have the right to participate in the defense thereof and to employ Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to by the indemnifying party)Indemnifying Party) with respect to such Third Party Claim and the related action or suit, at its own expenseand the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement. If the Indemnifying Party elects to assume the defense of any Third Party Claim, separate from the Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of such Third Party Claim through counsel employed chosen by the indemnifying partyIndemnified Party and, it being understood that except in the indemnifying party circumstances described in the immediately preceding sentence, the fees and expenses of such counsel shall control such defensebe borne by the Indemnified Party. The indemnifying party Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the indemnified party Indemnified Party in the defense of a Third Party Claim (which shall all be considered Losses for purposes of this Agreement) for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party Indemnified Party shall have given notice notified the Indemnifying Party of the such Third Party Claim as provided aboveClaim). (c) If the indemnifying party so elects to assume The Parties shall cooperate in the defense or prosecution of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such such cooperation shall to include (i) the retention of and (upon the indemnifying party’s request) the provision to the indemnifying party Indemnifying Party of records and information which that are reasonably relevant to such Third Party Claim, Claim and (ii) the making available of employees available on a mutually convenient basis to provide for providing additional information and explanation of any material provided hereunder. Whether or not If the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit agree to any liability with respect to, or settlesettlement, compromise or dischargedischarge of such Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability (if any) in connection with such Third Party Claim and which does not impose any non-monetary penalties on the Indemnified Party and releases the Indemnified Party completely and unconditionally in connection with such Third Party Claim. Regardless of whether the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not be entitled to be indemnified or held harmless pursuant to this Article 7 if the Indemnified Party shall settle such Third Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)of the Indemnifying Party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “"indemnified party”") to be entitled to any indemnification provided for under this Agreement Section 6.3(a) in respect of, arising out of or involving a claim or demand made by any person Person against the indemnified party (a “"Third Party Claim”"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business 30 calendar days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) . 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 chooseschooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, provided that such counsel is 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 not be liable to the indemnified party for legal fees and expenses subsequently incurred by the indemnified party for separate counsel in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) . If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof, subject to the other party's confidentiality obligations under this Agreement. Such cooperation shall include the retention and (upon the indemnifying party’s 's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party 16 13 shall have assumed 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 's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for For a party person (the “"indemnified party”") to be entitled to any indemnification provided for under this Agreement (other than indemnification under Section 10.01 that shall be governed by Section 10.10), in respect of, arising out of or involving a claim or demand made by any person third party against the indemnified party (a “Third "Third-Party Claim”"), such indemnified party must promptly notify the indemnifying party in writing, and in reasonable detail, of the Third Third-Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Third-Party Claim. (b) If a Third Third-Party Claim is made against an indemnified party that could result in an indemnification obligation of the indemnifying party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified partythereof. Should the indemnifying party so elect to assume the defense of a Third Third-Party Claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless the indemnified party retains its own counsel because of a mutually agreed on conflict of interest. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to before the time the indemnified party shall have given notice of the Third Third-Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Third-Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon on the indemnifying party’s 's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Third-Party Claim, and making employees employees, if applicable, reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Third-Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim without the indemnifying party’s 's prior written consent (which consent shall not be unreasonably withheld)consent. If the indemnifying party chooses to defend or prosecute any Third-Party Claim, the indemnified party must agree to any settlement, compromise or discharge of such Third-Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third-Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person who is not a party to this Agreement or an Affiliate, agent or representative of the foregoing against the indemnified party (a “Third Party Claim”), such indemnified party must shall, as promptly as reasonably practicable, notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claimfor which indemnity may be sought hereunder; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except and only to the extent the indemnifying party forfeits rights or defenses by reason of such failure or shall have been materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which failure. Such notice by the indemnified party failed shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall include the estimated amount (if it is reasonably possible to give calculate such notice)amount) of the Losses that have been or may be sustained by the indemnified party. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is party (not reasonably objected to by the indemnified party. Should ) and the indemnified party shall cooperate in good faith in such defense; provided, however, that the indemnifying party so elect shall not be entitled to assume the defense of any Third Party Claim that (A) involves criminal liability or any admission of wrongdoing, (B) seeks equitable relief or any other non-monetary remedy against the indemnified party or (C) involves any Governmental Entity as a party thereto. If the indemnifying party elects to assume the defense of a Third Party ClaimClaim in accordance with this Section 6.05(b), the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that if in the reasonable opinion of outside counsel to the indemnified party (1) a conflict or potential conflict exists between the indemnified party and the indemnifying party that would make separate representation advisable or (2) the indemnified party has legal defenses available to it which are different from or in addition to the defenses available to the indemnifying party, then the indemnified party may retain its own counsel at the expense of the indemnifying party; provided, further, that that indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any such Third Party Claim. If the indemnifying party assumes such defenseelects to assume the defense of a Third Party Claim in accordance with this Section 6.05(b), the indemnified party shall have the right to participate in the defense thereof and and, without limiting the preceding sentence, to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own cost and expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided abovein accordance with this Section 6.05(b). (c) If the indemnifying party so elects to assume the defense of any a Third Party ClaimClaim in accordance with Section 6.05(b), all of the indemnified parties party shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not If the indemnifying indemnified party shall have assumed is conducting the defense of a any Third Party Claim, the indemnifying party shall cooperate with the indemnified party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnified party’s request) the provision to the indemnified party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The indemnifying party shall not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the indemnified party’s prior written consent, unless (i) the proposed settlement or disposition involves only the payment of money damages by the indemnifying party for which the indemnified party shall have no liability, (ii) the proposed settlement or disposition does not impose an injunction or other equitable relief upon the indemnified party, (iii) the proposed settlement or disposition does not include any admission of wrongdoing or misconduct and (iv) the indemnified party is fully and unconditionally released from any liability relating to such Third Party Claim. The indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such any Third Party Claim without the indemnifying party’s prior written consent consent. In the event that a settlement offer solely for monetary damages is made by the applicable Third Party claimant, and the indemnifying party notifies the indemnified party of its willingness to accepts the offer and, subject to the applicable limitations of Section 6.02, pay the amount called for by such offer, and the indemnified party declines to accept such offer, the indemnified party may continue to contest such Third Party claim, free of any participation from the indemnifying party, and the amount of any ultimate liability with respect to such Third Party Claim that the indemnifying party has an obligation to pay hereunder shall be limited to the lesser of (which consent shall not be unreasonably withheld)x) the amount of the settlement offer that the indemnified party declined to accept or (y) the aggregate Losses of the indemnified party with respect to such Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person who is not a party to this Agreement or an Affiliate, agent or representative of the foregoing against the indemnified party (a “Third Party Claim”), such indemnified party must shall notify the indemnifying party in writing, and in reasonable detail, writing of the Third Party Claim within ten Claim, setting forth in reasonable detail such claim and the basis for indemnification and the amount of such Losses incurred or that such indemnified party reasonably estimates in good faith is likely to be incurred in connection with such claim (10) business days taking into account the information then available to the indemnified party), promptly after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except and only to the extent the indemnifying party shall have been materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party shall deliver to the indemnifying party, as promptly as reasonably practicable after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party ClaimClaim and the indemnified party shall provide the indemnifying party with such other information with respect to any such Third Party Claim reasonably requested by the indemnifying party. (b) 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that (i) prior to assuming the defense of any Third Party Claim, the indemnifying party shall acknowledge in writing that, assuming the facts alleged in such counsel is Third Party Claim are true, it would have been an indemnity obligation for Losses resulting from such Third Party Claim (subject to the limitations set forth herein) and (ii) the indemnifying party shall not reasonably objected be entitled to by assume the defense of any Third Party Claim that (A) involves criminal liability or (B) seeks solely equitable relief or any other non-monetary remedy against the indemnified party. Should If the indemnifying party so elect elects to assume the defense of a Third Party ClaimClaim in accordance with this Section 6.05(b), the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that if (1) the indemnified party reasonably concludes, based on advice from outside counsel, that representation of the indemnified party and the indemnifying party by the same counsel presents or is reasonably likely to present an actual material conflict of interest or (2) the indemnified party determines, based on advice from outside counsel, that it has legal defenses available to it which are different from or in addition to the defenses available to the indemnifying party, then the indemnified party may retain its own counsel at the expense of the indemnifying party (provided that in no event shall the indemnifying party be responsible for the expenses of more than one counsel for the indemnified party (plus any appropriate local counsel)). If the indemnifying party assumes such defenseelects to assume the defense of a Third Party Claim in accordance with this Section 6.05(b), the indemnified party shall have the right to participate in the defense thereof and and, without limiting the preceding sentence, to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any a Third Party ClaimClaim in accordance with Section 6.05(b), all of the indemnified parties party shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not If the indemnifying indemnified party shall have assumed is conducting the defense of a any Third Party Claim, the indemnifying party shall cooperate with the indemnified party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnified party’s request) the provision to the indemnified party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The indemnifying party shall not admit any liability with respect to, or settle, compromise or discharge, such any Third Party Claim without the indemnifying indemnified party’s prior written consent consent, unless (i) the proposed settlement or disposition involves only the payment of money damages by the indemnifying party for which consent the indemnified party shall have no liability (other than, for the avoidance of doubt, the payment of the Basket Amount, to the extent applicable), (ii) the proposed settlement or disposition does not impose an injunction or other equitable relief upon the indemnified party, (iii) the proposed settlement or disposition does not include any admission of wrongdoing or misconduct by the indemnified party and (iv) the indemnified party is fully and unconditionally released from any liability relating to claims that are the subject matter of such Third Party Claim. If the indemnifying party does not elect to assume the defense of a Third Party Claim in accordance with Section 6.05(b), the indemnified party shall not compromise or settle any such claim without the prior written consent of the indemnifying party (such consent not to be unreasonably delayed, conditioned or withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “"indemnified party”") to be entitled to any indemnification provided for under this Agreement (other than indemnification for a Tax Claim under Section 11.1 which shall be governed by Section 11.9) in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “"Third Party Claim”"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) 10 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified indem nified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) . 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 chooseschooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, provided that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying indemnify ing party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) . If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed 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 (which consent shall not be unreasonably withheld).'s

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “"indemnified party”") to be entitled to any indemnification provided for under Sections 11.1 and 11.2 of this Agreement in respect of, arising out of or involving a claim or demand made by any person person, firm, governmental authority or corporation against the indemnified party (a “Third "Third-Party Claim”"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Third-Party Claim within ten (10) business 15 days after receipt by such indemnified party of written notice of the Third Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly within 5 business days after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Third-Party Claim. (b) . If a Third Third-Party Claim is made against an indemnified party, the indemnifying party shall will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not party and reasonably objected satisfactory to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Third-Party Claim, the indemnifying party shall will not be liable to the indemnified party for legal fees and expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the 40 51 counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense; provided, however, that such indemnified party shall pay the fees and expenses of such counsel unless the named parties to any such claim or proceeding include both such indemnified party and the indemnifying party and such indemnified party has been advised by legal counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case, if such indemnified party informs the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim or proceeding on behalf of such indemnified party), it being understood that the indemnifying party shall not, in connection with any one claim or proceeding, be liable for the fees and expenses of more than one separate firm of attorneys at any time for such indemnified party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) thereof. If the indemnifying party so elects chooses to assume the defense of defend or prosecute any Third Third-Party Claim, all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s 's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Third-Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim without the indemnifying party’s 's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “"indemnified party”") to be entitled to any indemnification provided for under Sections 11.1 and 11.2 of this Agreement in respect of, arising out of or involving a claim or demand made by any person person, firm, governmental authority or corporation against the indemnified party (a “Third "Third-Party Claim”"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Third-Party Claim within ten (10) business 15 days after receipt by such indemnified party of written notice of the Third Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly within 3 business days after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Third-Party Claim. (b) . If a Third Third-Party Claim is made against an indemnified party, the indemnifying party shall will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party; provided, however, that such counsel is CMI shall not reasonably objected to by the indemnified party. Should the indemnifying party so elect be entitled to assume the defense of any Third-Party Claim for Taxes with respect to a Third Party Claim, period ending after the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereofClosing Date. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The Nothwithstanding the foregoing, if the named parties to any such claim or proceeding include both such indemnified party and the indemnifying party and such indemnified party has been advised by legal counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, then the indemnifying party shall be liable for pay the fees and expenses of one separate counsel employed by for the indemnified party for any period during (in which case, if such indemnified party informs the indemnifying party has failed in writing that it elects to assume employ separate counsel at the defense thereof (other than during the period prior to the time the indemnified party shall have given notice expense of the Third Party Claim as provided above). (c) If indemnifying party, the indemnifying party so elects shall not have the right to assume the defense of such claim or proceeding on behalf of such indemnified party). If the indemnifying party chooses to defend or prosecute any Third Third-Party Claim, all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s 's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or The indemnifying party shall not settle any Third-Party Claim against the indemnified party without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. So long as the indemnifying party shall have assumed the defense of a Third is in good faith defending any Third-Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, settle such Third Party Claim claim without the prior written consent of the indemnifying party’s prior written consent (, which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party Party (the an “indemnified partyIndemnified Party”) to be entitled to any indemnification provided for under this Agreement Article 7 in respect of, of Losses arising out of or involving a claim or demand made by any person Person other than Purchaser or Seller against the indemnified party a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writingIndemnified Party must, and in reasonable detail, promptly after its receipt of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the commencement of such Third Party Claim, notify the Party from whom indemnification is sought under this Article 7 (the “Indemnifying Party”) in writing (including in such notice a brief description of such Third Party Claim, including damages sought or estimated, to the extent actually known or reasonably capable of estimation by the Indemnified Party); provided, however, that the failure to give promptly provide such notification notice shall not affect the indemnification provided hereunder under this Article 7 except to the extent that the indemnifying party shall have Indemnifying Party has been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the such Third Party Claim. (b) If a Third The Indemnifying Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof of any Third Party Claim and, if it so chooses, to assume the defense thereof thereof, at its own expense, with counsel selected by the indemnifying partyIndemnifying Party; provided, however, provided that such counsel is not reasonably objected to by the indemnified partyIndemnified Party. Should If the indemnifying party so elect Indemnifying Party elects to assume the defense of a any Third Party Claim and thereafter defends the Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If , except that, if the indemnifying party assumes Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such defenseThird Party Claim, or if the Indemnifying Party ceases to diligently defend the Third Party Claim, the indemnified party shall have the right to participate in the defense thereof and to employ Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to by the indemnifying party)Indemnifying Party) with respect to such Third Party Claim and the related action or suit, at its own expenseand the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement. If the Indemnifying Party elects to assume the defense of any Third Party Claim, separate from the Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of such Third Party Claim through counsel employed chosen by the indemnifying partyIndemnified Party and, it being understood that except in the indemnifying party circumstances described in the immediately preceding sentence, the fees and expenses of such counsel shall control such defensebe borne by the Indemnified Party. The indemnifying party Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the indemnified party Indemnified Party in the defense of a Third Party Claim (which shall all be considered Losses for purposes of this Agreement) for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party Indemnified Party shall have given notice notified the Indemnifying Party of the such Third Party Claim as provided aboveClaim).. ​ (c) If the indemnifying party so elects to assume The Parties shall cooperate in the defense or prosecution of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such such cooperation shall to include (i) the retention of and (upon the indemnifying party’s request) the provision to the indemnifying party Indemnifying Party of records and information which that are reasonably relevant to such Third Party Claim, Claim and (ii) the making available of employees available on a mutually convenient basis to provide for providing additional information and explanation of any material provided hereunder. Whether or not If the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit agree to any liability with respect to, or settlesettlement, compromise or dischargedischarge of such Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability (if any) in connection with such Third Party Claim and which does not impose any non-monetary penalties on the Indemnified Party and releases the Indemnified Party completely and unconditionally in connection with such Third Party Claim. Regardless of whether the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not be entitled to be indemnified or held harmless pursuant to this Article 7 if the Indemnified Party shall settle such Third Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)of the Indemnifying Party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) an Indemnified Person to be entitled to any indemnification provided for under this Agreement (other than for Tax Claims, as defined in respect of, Section 7.1(o)) arising out of or involving a claim or demand any Claim made by any person third party against the indemnified party Indemnified Person (a “Third Third-Party Claim”), such indemnified party Indemnified Person must notify the indemnifying party Indemnifying Person in writing, and in reasonable detail, of the Third Third-Party Claim within ten (10) business days Business Days after receipt by such indemnified party Indemnified Person of written notice of the Third Third-Party Claim; provided, however, that failure to give such notification notice shall not affect the indemnification provided hereunder except to the extent the indemnifying party Indemnifying Person shall have been actually prejudiced as a result of such failure (and except that the indemnifying party Indemnifying Person shall not be liable for any expenses portion of such Losses incurred during the period commencing after such 10-Business Day period in which the indemnified party Indemnified Person failed to give such notice). Thereafter, the indemnified party Indemnified Person shall deliver to the indemnifying partyIndemnifying Person, promptly within ten Business Days after the indemnified partyIndemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Person relating to the Third Third-Party Claim. (b) If a Third Third-Party Claim is made against an indemnified partyIndemnified Person, the indemnifying party Indemnifying Person shall be entitled to participate in the defense thereof and, if it so chooseschooses within 20 days following its receipt of a notice regarding such Third-Party Claim, to assume the defense thereof with counsel selected by the indemnifying partyIndemnifying Person and reasonably satisfactory to the Indemnified Person upon written notice to the Indemnified Person; provided, however, provided that such counsel is the Indemnifying Person shall not reasonably objected be entitled to assume or continue control of the defense of any Third-Party Claim and the Indemnifying Person shall be liable for the legal fees and expenses incurred by the indemnified partyIndemnified Persons if (i) the Third-Party Claim relates to or arises in connection with any criminal Claim, (ii) the Third-Party Claim seeks an injunction or equitable relief against any Indemnified Person, (iii) the Third-Party Claim has or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 10.4, or (iv) the Indemnifying Person has failed or is failing to defend in good faith the Third-Party Claim. Should the indemnifying party Indemnifying Person be entitled to and so elect to assume the defense of a Third Third-Party Claim, the indemnifying party Indemnifying Person shall not be liable to the indemnified party Indemnified Person for legal fees and expenses subsequently incurred by the indemnified party Indemnified Person in connection with the defense thereof. If the indemnifying party Indemnifying Person assumes such defense, the indemnified party Indemnified Person shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Person, it being understood that the indemnifying party Indemnifying Person shall control such defense; provided that the fees and expenses of such counsel shall be at the expense of the Indemnifying Person if the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded on the advice of counsel reasonably acceptable to the Indemnifying Person that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party Without duplication of any of the foregoing provisions requiring the Indemnifying Person to pay legal fees and expenses of the Indemnified Person, the Indemnifying Person shall be liable for the reasonable fees and expenses of one counsel employed by the indemnified party Indemnified Person for any period during which the indemnifying party Indemnifying Person has failed to assume not assumed (or does not, or is not entitled to, undertake) the defense thereof (other than during any period in which the period prior to the time the indemnified party Indemnified Person shall have given failed to give notice of the Third Third-Party Claim as provided above). (c) . If the indemnifying party so elects Indemnifying Person chooses to assume the defense of defend or prosecute any Third Third-Party Claim, all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall shall, in each case at the expense of the Indemnifying Party, include the retention and (upon the indemnifying partyIndemnifying Person’s request) the provision to the indemnifying party Indemnifying Person of records and information which are reasonably relevant to such Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party Indemnifying Person shall have assumed the defense of a Third Third-Party Claim, the indemnified party Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim without the indemnifying partyIndemnifying Person’s prior written consent (which consent shall not be unreasonably withheld)withheld or delayed. If the Indemnifying Person chooses to defend a Third-Party Claim that it is entitled to defend pursuant hereto the Indemnifying Person shall not settle or compromise the Third-Party Claim unless (i) such settlement or compromise (A) does not entail any relief other than the payment of money damages, (B) does not entail any admission of liability on the part of any Indemnified Person and (C) includes an unconditional release of each Indemnified Person, reasonably satisfactory to the Indemnified Person, from all Losses with respect to such Third-Party Claim, unless the Indemnified Person first consents in writing to such settlement or compromise and (ii) such Indemnifying Person shall indemnify and hold the Indemnified Person harmless from and against any and all Losses caused by or arising out of any such settlement and may not claim that it does not have an indemnification obligation with respect thereto.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement (other than indemnification for a Tax Claim under Section 11.01 which shall be governed by Section 11.10) in respect of, arising out of or involving a claim or demand made by any person a third party against the indemnified party (a “Third Party Claim”), such indemnified party must promptly notify the indemnifying party in writing, and writing (which notice shall describe in reasonable detail, of detail the events giving rise to such Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice Claim), of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been is actually prejudiced as a result of by such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) 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, to assume the defense thereof with counsel with sufficient competence in such matters selected by the indemnifying party; provided, however, that such counsel is not party reasonably objected satisfactory to by the indemnified partyparty so long as (i) the Third Party Claim principally involves money damages and does not principally seek an injunction or other equitable relief against the indemnified party and (ii) the Third Party Claim does not relate to or otherwise arise in connection with any criminal laws or regulatory enforcement action. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above)thereof. (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, (i) it shall pursue such defense until the Third Party Claim has been resolved and (ii) all of the indemnified parties shall cooperate with the indemnifying party at the indemnifying party’s expense in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, subject to the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that such consent shall be deemed reasonably withheld if (A) such settlement requires a payment to be made to the counterparty in such Third Party Claim and does not provide that the indemnifying party agrees to pay such settlement (subject to the limitations set forth in this Article XI) or (B) such settlement or consent results in the finding or admission of any violation of criminal laws or any other admission of criminal wrongdoing on the part of the indemnified party. Whether or not the indemnifying party shall have assumed 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 (consent, which consent shall not be unreasonably withheld), conditioned or delayed; provided, that such consent shall be deemed reasonably withheld if such settlement or consent results in the finding or admission of any violation of criminal laws or any other admission of criminal wrongdoing on the part of the indemnifying party. (d) Notwithstanding anything to the contrary herein, this Article XI shall not address the Specified Litigation, and the Specified Litigation shall be exclusively governed by the Specified Agreement.

Procedures Relating to Indemnification for Third Party Claims. (a1) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person Person against the indemnified party Indemnified Party (a “Third Party Claim”), such indemnified party Indemnified Party must notify provide an Indemnification Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably possible after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall Indemnified Party will deliver to the indemnifying partyIndemnifying Party, promptly within five Business Days after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that failure to provide an Indemnification Notice, or deliver copies of all notices and documents, in a timely manner will not affect the indemnification provided hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure. (b2) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party shall Indemnifying Party will be entitled to participate in the defense defence thereof and, if it so chooseschooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense defence thereof with counsel selected by the indemnifying party; providedIndemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, however, that such counsel is not reasonably objected the Indemnifying Party will continue to by the indemnified partybe entitled to assert any limitation on its indemnification responsibility contained in Sections 11.10 and 11.11. Should the indemnifying party Indemnifying Party so elect to assume the defense defence of a Third Party Claim, the indemnifying party shall Indemnifying Party will not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense defence thereof. If the indemnifying party Indemnifying Party assumes such defensedefence, the indemnified party shall Indemnified Party will have the right to participate in the defense defence thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party shall Indemnifying Party will control such defensedefence. The indemnifying party shall Indemnifying Party will be liable for the fees and expenses of counsel on a solicitor and client basis employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) defence thereof. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of the indemnified parties shall will cooperate with the indemnifying party in the defense defence or prosecution thereofof such Third Party Claim. Such cooperation shall will include the retention and (upon the indemnifying partyIndemnifying Party’s request) the provision to the indemnifying party Indemnifying Party of records and information which that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed Indemnifying Party assumes the defense defence of a Third Party Claim, the indemnified party shall Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to, such Third Party Claim without the indemnifying partyIndemnifying Party’s prior written consent (which consent shall will not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for If a party intends to seek indemnification (the “indemnified party”) to be entitled with respect to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person not a party, or an Affiliate of a party, to this Agreement against the such indemnified party (a “Third Party Claim”), such indemnified party must notify the party responsible for such indemnification (the “indemnifying party party”) in writing, and in reasonable detail, of the Third Party Claim within ten (10) 20 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, provided that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been materially and actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any defense expenses incurred during the period in which the such indemnified party failed to give such noticenotice as required above). Thereafter, the such indemnified party shall deliver to the indemnifying party, promptly after the such indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the such indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an any indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, provided that such counsel is not reasonably objected to by the such indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the any indemnified party for legal expenses subsequently incurred by the such indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the each indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably to be unreasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the any indemnified party for any period during which the indemnifying party has failed to assume not assumed the defense thereof of a Third Party Claim (other than during the period prior to the time the indemnified party shall have given failed to give notice of the such Third Party Claim as required by Section 10.07(a) as provided above). (c) If the indemnifying party so elects to assume the defense of defend or prosecute any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records Records and information which that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the indemnifying party assumes the defense of a Third Party Claim, the indemnifying party may enter into, and the indemnified party shall consent to, any settlement, compromise or discharge of a Third Party Claim that by its terms (i) obligates the indemnifying party to pay the full amount of the Liability in connection with such Third Party Claim, (ii) unconditionally releases such indemnified party completely in connection with such Third Party Claim, (iii) does not require an express admission of wrongdoing by the indemnified party and (iv) does not provide for injunctive or other non-monetary relief affecting the indemnified party in any way. (d) Notwithstanding the foregoing provisions of this Section 10.07, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any indemnified party in defending such Third Party Claim) if (i) such indemnifying party has not acknowledged in writing its obligation to indemnify the indemnified party in accordance with this Article X against any Losses that may result from such Third Party Claim, (ii) such indemnified party shall have reasonably determined in good faith, after conferring with its outside counsel, that an actual or a potential conflict of interest relating to the indemnifying party makes representation by the indemnifying party’s counsel inappropriate, (iii) such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against such indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages or (iv) such Third Party Claim alleges criminal conduct or involves criminal penalties with respect to such indemnified party or its Affiliates. (e) Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the no 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 (which consent shall not be unreasonably withheld, delayed or conditioned); provided that such indemnified party shall not enter into, and the indemnifying party shall not be required to consent to the entry into, any settlement, compromise or discharge that (i) requires an express admission of wrongdoing by the indemnifying party or (ii) provides for injunctive or other non-monetary relief affecting the indemnifying party in any way. (f) If the indemnifying party elects not to defend the indemnified party against a Third Party Claim, the indemnified party shall have the right but not the obligation to assume its own defense and prosecute, appeal, negotiate, resolve, settle, compromise, arbitrate or otherwise pursue such Third Party Claim, in whole or in part, at its sole cost and expense (or, if the matter in question is one for which the indemnified party is entitled to indemnification pursuant to this Article X, at the expense of the indemnifying party); provided that (i) in taking any action with respect to such Third Party Claim, the indemnified party shall act reasonably and in good faith, (ii) the indemnifying party shall have the right to participate in the defense of such Third Party Claim at its sole cost and expense, but the indemnified party shall control such defense, and (iii) the indemnifying party shall not be obligated to indemnify the indemnified party hereunder for any settlement entered into or any judgment that was consented to without the indemnifying party’s prior written consent; provided that the indemnifying party shall not unreasonably withhold such consent; it being understood that the indemnified party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. (g) The indemnifying and indemnified party shall use reasonable best efforts to avoid production of confidential information (consistent with Law), and to cause all communications among employees, counsel and other representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (h) Nothing in this Section 10.07 shall be construed to apply to procedures relating to indemnification of Tax Claims, which are exclusively governed by Section 10.09.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (to receive the “indemnified party”) to be entitled to any indemnification provided for benefits of the indemnity under this Agreement Section 10.01 or Section 10.02, as applicable, in respect of, arising out of or involving a claim or demand made by any person against the indemnified party Third Party (a “Third Party Claim”) against a Purchaser Indemnitee or Seller Indemnitee (either, an “Indemnitee”), such indemnified party must notify Indemnitee must: (i) give the indemnifying party Party (the “Indemnitor”) written notice of any claim or potential claim, with sufficient specificity to enable the Parties to correlate that claim to the Allocation, promptly after the Indemnitee receives notice thereof; provided, that failure of the Indemnitee to provide such notice shall not constitute a waiver of, or result in writingthe loss of, such Indemnitee’s right to indemnification under this Agreement, except if, and only to the extent, that the Indemnitor’s rights, or its ability to defend against or settle such claim or potential claim, are actually and materially prejudiced by such failure to notify; (ii) if the Indemnitor acknowledges in reasonable detail, of writing to the Indemnitee its obligation to indemnify the Indemnitee hereunder from any Losses that might result from such Third Party Claim within ten twenty (1020) business days after of receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, allow the Indemnitor to assume the control of the defense and making employees available on a mutually convenient basis settlement (including all decisions relating to provide additional information litigation, defense and explanation appeal) of any material provided hereunder. Whether such claim with independent counsel of its choice, which counsel shall be reasonably acceptable to the Indemnitee, provided, that: (A) no such settlement may materially or not adversely affect the indemnifying party shall have assumed rights or obligations of 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 Indemnitee under this Agreement without the indemnifying partyIndemnitee’s prior written consent; (B) any settlement reached without the prior written consent of the Indemnitee shall be for monetary damages only (which consent amount shall be fully indemnified hereunder by the Indemnitor) and not for any equitable relief and shall not be unreasonably withheldinclude any admission or ongoing obligation or restriction on the part of the Indemnitee; and (C) the Indemnitor shall keep the Indemnitee advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the Indemnitee with respect thereto; and (iii) reasonably cooperate with the Indemnitor in its defense of the claim (including making documents and records available for review and copying and making Persons within the Indemnitee’s control available for pertinent interview and testimony), so long as such cooperation does not vitiate any legal privilege to which such Indemnitee is entitled.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) Subject to be entitled Section 13.04 above, with respect to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim Claim or demand made by any person third party Person against the indemnified party an Indemnified Party (a “Third Party Claim”), such indemnified party Indemnified Party must notify provide a Claim Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably practicable after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall promptly deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, Indemnifying Party copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that the failure to provide a Claim Notice, or deliver copies of all notices and documents, in a reasonably timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. (b) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnified Party shall be entitled permit the Indemnifying Party to participate in the defense thereof (it being understood that the Indemnified Party shall control such defense unless the Indemnifying Party assumes such defense as provided herein) and, if it the Indemnifying Party so chooseschooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, Indemnifying Party provided that such counsel is not reasonably objected satisfactory to by the indemnified partyIndemnified Party. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, the Indemnifying Party shall continue to be entitled to assert any limitation on its indemnification responsibility contained in Sections 13.07 and 13.08. Should the indemnifying party Indemnifying Party so elect to assume the defense of a such Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereofthereof provided the Indemnifying Party does not seek to assert any limitation on its indemnification responsibility to the Indemnified Party. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defensedefense subject to the agreement of the Indemnifying Party and the Indemnified Party to cooperate in the defense of such Third Party Claim as provided below. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during or assumes the period prior defense but asserts any limitation on its obligation to the time the indemnified party shall have given notice of the Third Party Claim as provided above)indemnify or defend which reduces its indemnification actions. (c) If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of : (i) the indemnified parties Parties shall reasonably cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying partyIndemnifying Party’s request) the provision to the indemnifying party Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. ; and (ii) the Indemnifying Party shall keep the Indemnified Party fully informed as to the progress of the Third Party Claim, and the defense thereof, and provide the Indemnified Party with copies of all correspondence relating to such Third-Party Claim within five (5) Business Days of receiving or sending such correspondence and otherwise keep the Indemnified Party fully informed of the status of such Third-Party Claim. (d) Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnifying partyIndemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, such consent of the Indemnified Party shall not be required in the event of the entry of such judgment or entering into a settlement with respect to such Third Party Claim does not include (i) the admission of any liability or responsibility on behalf of the Indemnified Party, (ii) any financial obligation to be paid by the Indemnified Party or (iii) any sanction or restriction upon the conduct of any business of the Indemnified Party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for For a party person (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement (other than indemnification under Section 10.01 that shall be governed by Section 10.10), in respect of, arising out of or involving a claim or demand made by any person third party against the indemnified party (a “Third Third-Party Claim”), such indemnified party must promptly notify the indemnifying party in writing, and in reasonable detail, of the Third Third-Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Third-Party Claim. (b) If a Third Third-Party Claim is made against an indemnified party that could result in an indemnification obligation of the indemnifying party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified partythereof. Should the indemnifying party so elect to assume the defense of a Third Third-Party Claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless the indemnified party retains its own counsel because of a mutually agreed on conflict of interest. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to before the time the indemnified party shall have given notice of the Third Third-Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Third-Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon on the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Third-Party Claim, and making employees employees, if applicable, reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Third-Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)consent. If the indemnifying party chooses to defend or prosecute any Third-Party Claim, the indemnified party must agree to any settlement, compromise or discharge of such Third-Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third-Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a A party believing that it is entitled to indemnification under Section 7.02 or Section 7.03 (the an “indemnified party”) shall give prompt written notification to the other party (the “indemnifying party”) of the commencement of any claim, action, lawsuit or other proceeding for which indemnification may be entitled to sought or, if earlier, upon the assertion of any indemnification provided for under this Agreement in respect ofsuch claim, arising out of action, lawsuit or involving a claim or demand made other proceeding by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, ) (it being understood and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; providedagreed, however, that the failure by an indemnified party to give such notification notice of a Third Party Claim as provided in this Section 7.06 shall not affect relieve the indemnifying party of its indemnification provided hereunder obligation under this Agreement except and only to the extent the that such indemnifying party shall have been is actually materially prejudiced as a result of such failure (to give notice, except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified partyWithin thirty (30) days after delivery of such notification, the indemnifying party shall be entitled may, upon written notice thereof to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party, assume control of the defense of such Third Party Claim. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected satisfactory to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) The indemnifying party shall keep the indemnified party advised of the status of such Third Party Claim and the defense thereof and shall consider recommendations made by the indemnified party with respect thereto. The indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (d) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall reasonably cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s reasonable request) the provision to the indemnifying party of records and information which that are reasonably relevant to such Third Party Claim, and making the indemnified parties shall use their reasonable best efforts to make their employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. . (e) Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, discharge such Third Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). If the indemnifying party assumes the defense of a Third Party Claim, the indemnifying party shall not agree to any compromise, discharge or settlement of such Third Party Claim or consent to any judgment in respect thereof, in each case without the prior written consent of the indemnified party, unless (i) such compromise, discharge, or settlement provides for a complete and unconditional release of the indemnified party from all liability with respect thereto and does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the indemnified party or any of its officers, directors, managers, employees, agents or representatives, and (ii) the sole relief provided in connection therewith is the payment of a cash settlement and does not impose an injunction or other equitable relief upon the indemnified party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order With respect to any matter for a party (the “indemnified party”) to be which an Indemnified Party is entitled to any indemnification provided for from an Indemnifying Party under this Agreement in respect of, arising out of Article VII that relates to a Claim or involving Proceeding by a claim or demand made by any person against the indemnified party Third Party (a “Third Party Claim”), the Indemnified Party shall provide to the Indemnifying Party a Notice of Claim relating to such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days promptly after receipt by receiving written notification of such indemnified party of written notice of the Third Party ClaimClaim or Proceeding; provided, however, that any failure to give such notification on a timely basis shall not affect relieve the indemnification provided Indemnifying Party of its obligation to indemnify any Indemnified Party hereunder except to the extent the indemnifying party shall have been prejudiced as a result of that such failure (except that to provide or delay in providing actually and materially prejudices the indemnifying party shall not be liable for any expenses incurred during ability of the period in which the indemnified party failed Indemnifying Party to give defend against such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third The Indemnifying Party shall have the right to assume and pursue the defense of any Third-Party Claim with counsel selected by it and reasonably acceptable to the Indemnified Party, upon delivery to the Indemnified Party, within thirty (30) days after notice of the Third-Party Claim has been delivered to the Indemnifying Party, of an irrevocable acknowledgement and agreement that: (i) any Losses resulting therefrom shall, subject to the limitations set forth in this Article VII, be indemnifiable Losses for which the Indemnified Party is made against entitled to indemnification under this Article VII; and (ii) that the Indemnifying Party shall post any bond or other security to the extent required in connection with the defense or appeal of such Third-Party Claim (an indemnified party“Assumption of Defense Notice”). Notwithstanding the foregoing, the indemnifying party Indemnifying Party shall not be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof of a Third-Party Claim if: (i) such Third-Party Claim involves criminal liability; (iii) such Third-Party Claim involves any issue relating to Taxes (except as expressly provided in Section 7.6(e); (iv) such Third-Party Claim demands injunctive or other equitable relief; (v) the Indemnified Party reasonably determines that the Losses associated with such Third-Party Claim are likely to exceed the then-remaining amount of the General Indemnity Cap; (vi) any Indemnifying Party is also a party to such Third-Party Claim; or (vii) the Indemnified Party reasonably determines that it would be inappropriate for a single counsel selected by to represent both the indemnifying partyIndemnifying Party and the Indemnified Party in connection with such Third-Party Claim under applicable standards of legal ethics. (c) Unless and until the Indemnified Party receives, with respect to any Third-Party Claim, an Assumption of Defense Notice from the Indemnifying Party within the thirty (30) day period provided above or if, at any time after the Indemnifying Party has assumed the defense of a Third-Party Claim, the Indemnifying Party fails diligently to defend such Third-Party Claim, (i) the Indemnified Party may fully assume, commence and pursue its defense of such Third-Party Claim in any such manner as it may deem appropriate; (ii) the Indemnified Party shall thereafter promptly inform the Indemnifying Party of all material developments related to such Third-Party Claim (including copying the Indemnifying Party on court filings and correspondence); provided, however, that the Indemnified Party shall not be obligated to turn over any attorney-client privileged information; (iii) the Indemnifying Party shall reasonably cooperate in the defense or prosecution of such counsel is Third-Party Claim, including the retention and (upon the Indemnified Party’s request) the provision to the Indemnified Party of records and information which are reasonably relevant to such Third-Party Claim, and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and (iv) the Indemnified Party shall not reasonably objected to settle any such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, any attorneys’ fees and expenses and other costs and expenses incurred by the indemnified party. Should Indemnified Party in connection with a Third-Party Claim prior to the indemnifying party so elect to assume time at which such Third-Party Claim has been assumed by the Indemnifying Party as provided herein or during any subsequent time in which the Indemnified Party is conducting its own defense of a Third-Party Claim in accordance with this Section 7.6 shall be Losses hereunder. (d) If the Indemnifying Party assumes the defense of a Third Third-Party Claim, the indemnifying party it shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with control and direct the defense thereof. If of such Third-Party Claim but the indemnifying party assumes such defense, the indemnified party shall Indemnified Party will have the right to participate in the defense thereof of such Third-Party Claim and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party. During any time period in which the Indemnifying Party is defending a Third-Party Claim: (i) the Indemnifying Party shall promptly inform the Indemnified Party of all material developments related to such Third-Party Claim (including copying the Indemnified Party on court filings and correspondence)); provided, it being understood however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party not be obligated to turn over any attorney-client privileged information; and (ii) the Indemnified Party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall reasonably cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include of such Third-Party Claim, including the retention and (upon the indemnifying partyIndemnifying Party’s request) the provision to the indemnifying party Indemnifying Party of records and information which are reasonably relevant to such Third Third-Party Claim, and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Notwithstanding anything to the indemnifying party shall have assumed the defense of a Third Party Claimcontrary herein, the indemnified party Indemnifying Party shall not admit settle any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim without the indemnifying party’s prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed) if pursuant to or as a result of such settlement: (A) such settlement would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder (other than to the extent of the Aggregate Threshold) or (B) injunctive or equitable relief or other operational restrictions would be imposed against such Indemnified Party. If an offer is made to settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 7.6(d) only upon the prior written consent of the Indemnified Party, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. If the Indemnified Party does not consent to such firm offer within twenty (20) calendar days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim, subject to the limitations set forth in this Agreement, will not exceed the amount of such settlement offer, plus costs and expenses paid or incurred by the Indemnified Party through the date such settlement offer is given to the Indemnified Party to the extent such amount is otherwise indemnifiable hereunder. (e) With respect to any Tax Contest, the procedures of this Section 7.6(e)) shall apply in lieu of the procedures provided in the foregoing provisions of this Section 7.6. The Sellers shall have the right, at their own expense, to control any Tax audit or contest and resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment (each, a “Tax Proceeding”) relating to any and all Taxes of the Company or of the Sellers (with respect to the Company or their interest therein), for any Taxable period ending on or before the Closing Date, provided, however, that Purchaser (i) shall have sole control of any Tax Proceeding that relates in whole or in part to the Section 338(h)(10) Election and (ii) shall have the right to participate in any other such Tax Proceeding that may have the effect of increasing the Tax liability of any Purchaser Indemnified Party for any Tax period ending after the Closing, but only as to those items that may have such an effect, and the Sellers shall not settle or compromise any claims in any Tax Proceeding without Purchaser's prior written consent. Purchaser shall have the right, at its own expense, to control any other Tax Proceeding relating to Taxes with respect to the Company; provided that, with respect to any issue, the resolution of which may cause the Sellers to become obligated to make a material payment pursuant to Section 7.2(a)(vi), Purchaser shall consult with the Sellers regarding the resolution of such issue, and not settle any such issue or file any amended Tax Return relating to such issue, without the consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement (other than indemnification for a Tax Claim under Section 11.01 which shall be governed by Section 11.09) in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) 10 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) . 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless the indemnified party retains its own counsel due to a mutually agreed upon conflict of interest. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) . If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed 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 (which consent shall consent; provided, however, that to the extent the indemnified party enters into any settlement or consents to any judgment without the indemnifying party’s prior written consent, such indemnifying party will not be unreasonably withheld)obligated to indemnify the indemnified party hereunder.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party other person, firm, governmental authority or corporation (a “"Third Party Claim”"), such indemnified party the Indemnified Party must notify provide an Indemnification Notice to the indemnifying party in writing, and in reasonable detail, of Indemnifying Party relating to the Third Party Claim within ten thirty (1030) business days after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) business days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim. (b) . The failure to provide such notice or deliver such copies to the Indemnifying Party in a timely manner shall not affect the underlying indemnity claim except to the extent that the Indemnifying Party is materially prejudiced thereby. If a Third Party Claim is made against an indemnified partythe Indemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof and, if it the Indemnifying Party so chooseschooses and acknowledges in writing its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not Indemnifying Party and reasonably objected satisfactory to by the indemnified partyIndemnified Party. Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereofthereof as long as the Indemnifying Party continues to defend actively and in good faith such claim. If the indemnifying party Indemnifying Party assumes such defense, then the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period Indemnified Party during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) thereof. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, the Indemnifying Party shall have the right to control the defense, compromise or settlement of such matter, and all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim, with the out-of-pocket expenses of all such cooperation requested by the Indemnifying Party, if any, to be borne by the Indemnifying Party. Such cooperation Notwithstanding the foregoing, the Indemnifying Party shall include not compromise or settle any Third Party Claim without the retention consent of the Indemnified Party, unless such compromise or settlement involves only the payment of monetary damages by the Indemnifying Party and includes a full release of the Indemnified Party from all liability with respect to such Third Party Claim. If the Indemnifying Party, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and in good faith, the Indemnified Party will (upon further notice) have the indemnifying party’s request) right to undertake the provision defense, compromise or settlement of such Third Party Claim or consent to the indemnifying party entry of records and information which are reasonably relevant judgment with respect to such Third Party Claim, on behalf of, and making employees available on a mutually convenient basis to provide additional information for the account and explanation of any material provided hereunder. Whether or not risk of, the indemnifying party Indemnifying Party, and the Indemnifying Party shall have assumed no right to challenge the defense of a Third Party ClaimIndemnifying Party's defense, the indemnified party shall not admit any liability with respect tocompromise, settlement or settle, compromise or discharge, such Third Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)to judgment.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person not a party, or an Affiliate of a party, to this Agreement against the such indemnified party (a “Third Party Claim”), such indemnified party must notify the party responsible for such indemnification (the “indemnifying party party”) in writing, and in reasonable detail, of the Third Party Claim within ten (10) 20 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, provided that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been materially and actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the such indemnified party failed to give such notice). Thereafter, the such indemnified party shall deliver to the indemnifying party, promptly after the such indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the such indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an any indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, provided that such counsel is not reasonably objected to by the such indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the any indemnified party for legal expenses subsequently incurred by the such indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the each indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the any indemnified party for any period during which the indemnifying party has failed to assume not assumed the defense thereof of a Third Party Claim (other than during the period prior to the time the indemnified indemnifying party shall have was given notice of the such Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of defend or prosecute any Third Party Claim, all of the indemnified parties shall use commercially reasonable efforts to cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records Records and information which that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the indemnifying party assumes the defense of a Third Party Claim, each indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the Liability in connection with such Third Party Claim and that releases such indemnified party completely in connection with such Third Party Claim; provided that such indemnifying party shall not consent, and the indemnified party shall not be required to agree, to the entry into any settlement, compromise or discharge that (i) requires an express admission of wrongdoing by the indemnified party or (ii) provides for injunctive or other non-monetary relief affecting the indemnified party in any way. (d) Notwithstanding the foregoing provisions of this Section 9.07, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any indemnified party in defending such Third Party Claim) if (i) such indemnifying party has not acknowledged in writing its obligation to indemnify the indemnified party in accordance with this Article IX against any Losses that may result from such Third Party Claim, (ii) such indemnified party shall have reasonably determined in good faith, after conferring with its outside counsel, that an actual or a potential conflict of interest relating to the indemnifying party makes representation by the indemnifying party’s counsel inappropriate, (iii) such Third Party Claim seeks an order, injunction, interdict or other equitable relief or relief for other than money damages against such indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages or (iv) such Third Party Claim alleges criminal conduct or involves criminal penalties with respect to such indemnified party or its Affiliates. (e) Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the no 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 (which consent shall not be unreasonably withheld); provided that such indemnified party shall not consent, and the indemnifying party shall not be required to agree, to the entry into any settlement, compromise or discharge that (i) requires an express admission of wrongdoing by the indemnifying party or (ii) provides for injunctive or other non-monetary relief (including, in Scotland, interdict) affecting the indemnifying party in any way. (f) Nothing in this Section 9.07 shall be construed to apply to procedures relating to indemnification of Tax Claims, which are exclusively governed by Section 9.09.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person Person against the indemnified party Indemnified Party (a “Third Party Claim”), such indemnified party Indemnified Party must notify provide an Indemnification Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably possible after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) Business Days after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that failure to provide an Indemnification Notice, or deliver copies of all notices and documents, on a timely manner shall not affect the indemnification provided hereunder except to the extent (i) the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or (i) to the extent the survival period expires pursuant to Section 7.7 prior to giving such notice. (b) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; providedIndemnifying Party and reasonably satisfactory to the Indemnified Party. Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided herein, however, that such counsel is not the Indemnified Party may defend against the Third Party Claim in any manner it may reasonably objected to by the indemnified partydeem appropriate. Should the indemnifying party Indemnifying Party so elect in writing to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right to participate in the defense thereof (it being understood, however, that the Indemnifying Party shall control such defense) and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party; provided that, if (i) in the reasonable opinion of outside counsel to the Indemnified Party, there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived or (i) an injunction or other equitable relief is sought against the Indemnified Party, then the Indemnifying Party shall be liable for the reasonable fees and expenses of a single counsel to the Indemnified Party; under such circumstance, it being understood that the indemnifying party Indemnifying Party shall control be liable for the fees and expenses of a single counsel with respect to the representation of all the Indemnified Parties. If the Indemnifying Party elects not to compromise or defend such defenseThird Party Claim, the Indemnified Party may, subject to Section 7.5(c) below, pay, compromise or defend such Third Party Claim and seek indemnification for Losses based upon, arising from or relating to such Third Party Claim. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) thereof. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of the indemnified parties Parties shall cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention retaining and (upon the indemnifying partyIndemnifying Party’s request) providing the provision to the indemnifying party of Indemnifying Party with records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material records provided hereunder. . (c) Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to, such Third Party Claim without the indemnifying partyIndemnifying Party’s prior written consent (which consent consent. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party unless the judgment or proposed settlement (i) involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party or would not reasonably be unreasonably withheld)expected to have a material adverse effect on the Indemnified Party and (i) includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete release from all liability in respect of such Third Party Claim and does not involve any admission of wrongdoing by the Indemnified Party or any of its Affiliates.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (to receive the “indemnified party”) to be entitled to any indemnification provided for benefits of the indemnity under this Agreement Section 16.1 or Section 16.2, as applicable, in respect of, arising out of or involving a claim or demand made by any person against the indemnified party Third Party (a “Third Party Claim”) against a Purchaser Indemnitee or BMS Indemnitee (either, an “Indemnitee”), such indemnified party must notify Indemnitee must: (i) give the indemnifying party in writingParty (the “Indemnitor”) written notice of any claim or potential claim promptly after the Indemnitee receives notice thereof; provided, and in reasonable detail, that failure of the Indemnitee to provide such notice shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under this Agreement, except to the extent that the Indemnitor’s rights, and/or its ability to defend against such claim or potential claim, are materially prejudiced by such failure to notify; (ii) allow the Indemnitor to assume the control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claim, provided, that: (a) the Indemnitor has confirmed its indemnification obligation with respect to such Third Party Claim within ten to the Indemnitee under this Article 16; (10b) business days after receipt by no such indemnified party of written notice settlement may adversely affect the rights or obligations of the Third Party ClaimIndemnitee under this Agreement without the Indemnitee’s prior written consent; and (c) any settlement reached without the prior written consent of the Indemnitee shall be only for monetary damages, for which the Indemnitee has no liability, and not for any equitable relief and shall not include any admission or ongoing obligation or restriction on the part of the Indemnitee; provided, however, that failure if the Indemnitee withholds its consent to give any monetary settlement proposed by the Indemnitor and which the party making such notification shall not affect Third Party Claim has indicated it is prepared to accept, the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party Indemnitee shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) 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, to assume the defense thereof indemnification hereunder with counsel selected by the indemnifying party; provided, however, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant respect to such Third Party ClaimClaim in excess of the proposed amount of such settlement; and (iii) reasonably cooperate, at the Indemnitor’s expense, with the Indemnitor in its defense of the claim (including making documents and records available for review and copying and making employees persons within the Indemnitee’s control available on a mutually convenient basis for pertinent interview and testimony), so long as such cooperation does not vitiate any legal privilege to provide additional information which such Indemnitee is entitled. If the Indemnitor defends the claim, the Indemnitee may at its expense and explanation using attorneys of its choice, participate in, but shall not have any material provided hereunder. Whether or not the indemnifying party shall have assumed control of, the defense of a Third Party Claim, the indemnified party such claim. An Indemnitor shall not admit have no liability under this Article 16 as to any liability with respect toclaim for which settlement or compromise of such claim, or settlean offer of settlement or compromise of such claim, compromise or discharge, such Third Party Claim is made by an Indemnitee without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)of the Indemnitor.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled With respect to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person Person against the indemnified party an Indemnified Party (a “Third Party Claim”), such indemnified party Indemnified Party must notify provide a Claim Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably practicable after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall promptly deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, Indemnifying Party copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that the failure to provide a Claim Notice, or deliver copies of all notices and documents, in a reasonably timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. (b) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnified Party shall be entitled permit the Indemnifying Party to participate in the defense thereof (it being understood that the Indemnified Party shall control such defense unless the Indemnifying Party assumes such defense as provided herein) and, if it the Indemnifying Party so chooseschooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, Indemnifying Party provided that such counsel is not reasonably objected satisfactory to by the indemnified partyIndemnified Party. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, the Indemnifying Party shall continue to be entitled to assert any limitation on its indemnification responsibility contained in this ARTICLE 12. Should the indemnifying party Indemnifying Party so elect to assume the defense of a such Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereofthereof provided the Indemnifying Party does not seek to assert any limitation on its indemnification responsibility to the Indemnified Party. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defensedefense subject to the agreement of the Indemnifying Party and the Indemnified Party to cooperate in the defense of such Third Party Claim as provided below. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during or assumes the period prior defense but asserts any limitation on its obligation to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) indemnify or defend which reduces its indemnification actions. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of the indemnified parties Parties shall reasonably cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying partyIndemnifying Party’s request) the provision to the indemnifying party Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnifying partyIndemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, such consent of the Indemnified Party shall not be required in the event the entry of such judgment or entering into a settlement with respect to such Third Party Claim does not include (i) the admission of any liability or responsibility on behalf of the Indemnified Party, (ii) any financial obligation to be paid by the Indemnified Party or (iii) any sanction or restriction upon the conduct of any business of the Indemnified Party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) an Indemnified Person to be entitled to any indemnification provided for under this Agreement ARTICLE 7 in respect of, arising out of or involving a claim or demand made by any person third-party against the indemnified party Indemnified Person (a “Third Third-Party Claim”), such indemnified party Indemnified Person must notify provide the indemnifying party in writing, Indemnifying Person with a Claim Notice regarding the Third-Party Claim promptly and in reasonable detail, of the Third Party Claim any event within ten thirty (1030) business days after receipt by such indemnified party Indemnified Person of written notice of the Third Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except except, and solely to the extent that, the indemnifying party Indemnifying Person shall have been actually and materially prejudiced as a result of such failure (except failure; provided, further that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)only VBF, or VBF’s successors or assigns, may make claims on behalf of VBF. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Third-Party Claim is made against an indemnified partyIndemnified Person, the indemnifying party shall Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying partyIndemnifying Person; provided, however, that any such counsel is not reasonably objected to assumption of the defense by the indemnified partyIndemnifying Person shall constitute an acknowledgement and acceptance by the Indemnifying Person of its obligation to indemnify the Indemnified Person for all Losses arising out of such ThirdParty Claim. Should If the indemnifying party so elect Third-Party Claim includes allegations for which the Indemnifying Person both would and would not be obligated to indemnify the Indemnified Person, the Indemnifying Person and the Indemnified Person shall in that case jointly assume the defense thereof. If in the reasonable good faith opinion of any Indemnified Person a Third Party Claimconflict of interest exists in respect of such claim (including that the Indemnified Person has defenses available to it that may conflict with those of the Indemnifying Person), such Indemnified Person shall have the indemnifying party shall not be liable right to employ separate counsel to represent such Indemnified Person and in that event the indemnified party for legal fees and expenses subsequently incurred by the indemnified party Indemnified Person in connection with the defense thereofthereof shall be paid by the Indemnifying Person. If the indemnifying party Indemnifying Person assumes such defense, the indemnified party Indemnified Person shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)and, at its own expense, to employ counsel reasonably acceptable to the Indemnifying Person, separate from the counsel employed by the indemnifying partyIndemnifying Person, it being understood that the indemnifying party Indemnifying Person shall control such defense. The indemnifying party Indemnifying Person shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Person for any period during which the indemnifying party Indemnifying Person has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties thereof. The Indemnified Person shall cooperate with the indemnifying party Indemnifying Person in the defense or prosecution settlement thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderthe Indemnifying Person shall reimburse the Indemnified Person for all its reasonable out-of-pocket expenses in connection therewith. Whether or not the indemnifying party The Indemnifying Person shall have assumed not, in the defense of a Third Party Claimthird party claim, make any payment of any of such claims, consent to the indemnified party shall not admit entry of any liability judgment or enter into any settlement with respect to, or settle, compromise or discharge, such Third Party Claim to any third party claim without the indemnifying party’s prior written consent of the Indemnified Person (which consent shall not be unreasonably withheldwithheld or delayed) unless the judgment or proposed settlement (i) involves only the payment of money damages and does not involve any finding or admission of any violation of Law, (ii) includes, as an unconditional term thereof, a release of such Indemnified Person given by the claimant or the plaintiff from any liabilities arising from such Third Party Claim, and (iii) does not impose an injunction or other equitable relief, directly or indirectly, upon such Indemnified Person or result in an admission of any wrongdoing by the Indemnified Person. If the Indemnifying Person fails to vigorously defend the Third Party Claim, then the Indemnified Person will have the right to defend, at the sole cost and expense of the Indemnifying Person, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person (with the consent of the Indemnifying Person, which consent will not be unreasonable withheld conditioned or delayed), but only to the extent that the Indemnified Person is entitled to indemnification pursuant to this ARTICLE 7.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “"indemnified party”") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “"Third Party Claim”"), such indemnified party must notify give notice to the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten five (105) business days Business Days after receipt by such indemnified party of written notice of the Third Party Claim; Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly within two (2) Business Days after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) . 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s 's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed 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 's prior written consent (consent. If the indemnifying party shall have assumed the defense of a Third Party Claim, the indem­ nified party shall agree to any settlement, compromise or discharge of a Third Party Claim which consent shall not be unreasonably withheld)the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim and which releases the indemnifying party completely in connection with such Third Party Claim.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) Subject to be entitled Section 14.04 above, with respect to any indemnification indemnification, defending, saving and holding harmless provided for under this Agreement in respect of, arising out of or involving a claim Claim or demand made by any person Third Party against the indemnified party an Indemnified Party (a “Third Party Claim”), such indemnified party Indemnified Party must notify provide a Claim Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably practicable after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall promptly deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, Indemnifying Party copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that the failure to provide a Claim Notice, or deliver copies of all notices and documents, in a reasonably timely manner shall not affect the indemnification, defending, saving and holding harmless provided hereunder, except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (b) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnified Party shall be entitled permit the Indemnifying Party to participate in the defense thereof and(it being understood that the Indemnified Party shall control such defense unless the Indemnifying Party assumes such defense as provided herein); provided, however, if it so choosesthe Indemnifying Party acknowledges its obligation to indemnify, defend, save and hold harmless the Indemnified Party therefor, then the Indemnifying Party may choose to assume the defense thereof of such Third Party Claim with counsel selected by the indemnifying party; provided, however, Indemnifying Party provided that such counsel is not reasonably objected satisfactory to by the indemnified partyIndemnified Party. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, the Indemnifying Party shall continue to be entitled to assert any limitation on its indemnification, defending, saving and holding harmless responsibility contained in Sections 14.07 and 14.08. Should the indemnifying party Indemnifying Party so elect to assume the defense of a such Third Party Claim, after the indemnifying party date of such assumption, the Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof, provided that, the Indemnifying Party does not seek to assert any limitation on its indemnification, defending, saving and holding harmless responsibility to the Indemnified Party. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party shall be liable for defense subject to the fees agreement of the Indemnifying Party and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed Indemnified Party to assume cooperate in the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the such Third Party Claim as provided abovein Section 14.05(c). (c) If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of : (i) the indemnified parties Parties shall reasonably cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying partyIndemnifying Party’s request) the provision to the indemnifying party Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. ; and (ii) the Indemnifying Party shall keep the Indemnified Party fully informed as to the progress of the Third Party Claim, and the defense thereof, and provide the Indemnified Party with copies of all correspondence relating to such Third Party Claim within five Business Days of receiving or sending such correspondence and otherwise keep the Indemnified Party fully informed of the status of such Third Party Claim. (d) Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any Judgment with respect to such Third Party Claim without the indemnifying partyIndemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any Judgment with respect to the Third Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, such consent of the Indemnified Party shall not be required in the event of the entry of such Judgment or entering into a settlement with respect to such Third Party Claim does not include or result in (i) the admission of any liability or responsibility on behalf of the Indemnified Party, (ii) any financial obligation to be paid by the Indemnified Party or (iii) any sanction or restriction upon the use of the Assets or conduct of any business or operations of the Indemnified Party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order With respect to any matter for a party (the “indemnified party”) to be which an Indemnified Party is entitled to any indemnification provided for from an Indemnifying Party under this Agreement in respect of, arising out of Article VI that relates to a Proceeding or involving Claim by a claim or demand made by any person against the indemnified third party (a “Third Party Claim”), the Indemnified Party shall provide to the Indemnifying Party a Notice of Claim relating to such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days promptly after receipt by receiving written notification of such indemnified party of written notice of the Third Party Proceeding or Claim; provided, however, that any failure to give such notification on a timely basis shall not affect relieve the indemnification provided Indemnifying Party of its obligation to indemnify any Indemnified Party hereunder except to the extent the indemnifying party shall have been prejudiced as a result of that such failure (except that to provide or delay in providing actually and materially prejudices the indemnifying party shall not be liable for any expenses incurred during ability of the period in which the indemnified party failed Indemnifying Party to give defend against such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third . The Indemnifying Party Claim is made against an indemnified party, the indemnifying party shall will be entitled to participate in the defense thereof and, if it so chooses, to assume of any Third Party Claim that is the defense thereof with counsel selected subject of a notice given by the indemnifying party; providedIndemnified Party pursuant to this Section 6.4. In addition, however, that such counsel is not reasonably objected to upon written notice given by the indemnified party. Should Indemnified Party twenty (20) days of the indemnifying party so elect to assume the defense notice of a such Third Party Claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall Indemnifying Party will have the right to defend the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. In such event, the Indemnified Party may retain separate co-counsel at the cost of the Indemnifying Party and participate in the defense thereof of the Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party unless such judgment, compromise or settlement (i) provides for the payment of money as sole relief for the claimant and (ii) subject to employ counsel (the making of such payment, results in the full and general release of all Indemnified Parties from all liabilities arising from or relating to the Third Party Claim. The Indemnifying Party will not reasonably objected to be bound by the indemnifying party)entry of any judgment consent to, at or any compromise or settlement effected, without its own expense, separate from prior written consent. If the counsel employed Indemnifying Party does not deliver the notice contemplated by this Section 6.4 within twenty (20) days after the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given received notice of the Third Party Claim as provided above). (c) If pursuant to this Section 6.4, the indemnifying party so elects Indemnified Party may defend, and may consent to assume the defense entry of any Third Party Claimjudgment or enter into any compromise or settlement with respect to, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis the Indemnifying Party shall be permitted to provide additional information participate in such defense at its sole cost and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed 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 (which consent shall not be unreasonably withheld)expense.

Procedures Relating to Indemnification for Third Party Claims. (ai) In order for a party Party (the “indemnified partyIndemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person Person against the indemnified party Indemnified Party (a “Third Party Claim”), such indemnified party Indemnified Party must notify the indemnifying party Indemnifying Party (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim within ten (10) business days as promptly as reasonably possible after receipt by such indemnified party Indemnified Party of written notice of the Third Party ClaimClaim (stating in reasonable detail the nature of, and factual and legal basis for, any such claim for indemnification, and the provisions of this Agreement upon which such claim for indemnification is made); provided, however, provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the indemnifying party Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within ten (10) calendar days after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices notices, correspondence and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim. (bii) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not Indemnifying Party and reasonably objected satisfactory to by the indemnified partyIndemnified Party. Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for any legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying partyIndemnifying Party’s request) the provision to the indemnifying party Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party an Indemnifying Party shall have assumed the defense of a Third Party Claim, neither the indemnified party Indemnified Party nor any of its Affiliates shall not admit any liability with respect to, or settle, compromise or discharge, such any Third Party Claim without the indemnifying partyIndemnifying Party’s prior written consent (which consent shall not be unreasonably withheld)consent.

Procedures Relating to Indemnification for Third Party Claims. (ai) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person Person against the indemnified party Indemnified Party (a “"Third Party Claim”"), such indemnified party Indemnified Party must notify provide an Indemnification Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably possible after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) business days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that failure to provide an Indemnification Notice, or deliver copies of all notices and documents, on a timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (bii) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooseschooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the indemnifying party; providedIndemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, however, that such counsel is not reasonably objected the Indemnifying Party shall continue to by the indemnified partybe entitled to assert any limitation on its indemnification responsibility contained in Sections 15(j) and 15(k). Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) thereof. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying party’s Indemnifying Party's request) the provision to the indemnifying party Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnifying party’s Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party A Party believing that it is entitled to indemnification under Section 10.01 or Section 10.02 (the an “indemnified party”) shall give prompt written notification to the other Party (the “indemnifying party”) of the commencement of any claim, action, lawsuit or other proceeding for which indemnification may be entitled to sought or, if earlier, upon the assertion of any indemnification provided for under this Agreement in respect ofsuch claim, arising out of action, lawsuit or involving a claim or demand made other proceeding by any person Person other than a Party or its Affiliate(s) against the indemnified party (a “Third Third-Party Claim”), such indemnified party must notify the indemnifying party in writing, ) (it being understood and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; providedagreed, however, that the failure by an indemnified party to give such notification notice of a Third-Party Claim as provided in this Section 10.07 (a) shall not affect relieve the indemnifying party of its indemnification provided hereunder obligation under this Agreement except and only to the extent the that such indemnifying party shall have been is actually and materially prejudiced as a result of such failure to give notice). (except b) Within [***] ([***]) days after delivery of such notification, the indemnifying party may, upon written notice thereof to the indemnified party with which the indemnifying party agrees in writing that it is obligated under this Article X (but without any requirement to admit liability for such Third-Party Claim) to, subject to the other applicable provisions in this Article X, fully indemnify the indemnified party against such Third-Party Claim subject to the Cap and other limitations as set forth herein, assume control of the defense of such Third-Party Claim with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnifying party shall not be entitled to assume control of the defense of any Third-Party Claim if: (i) such Third-Party Claim could reasonably be expected to result in criminal liability of, or equitable remedies against, the indemnified party; (ii) the indemnified party reasonably believes, based on advice of counsel, that the interests of the indemnifying party and ​ ​ the indemnified party with respect to such Third-Party Claim are in conflict with one another, and as a result, the indemnifying party would not reasonably expect to adequately represent the interests of the indemnified party in such Third-Party Claim; (iii) the Third-Party Claim is brought by a customer or other business relation of the indemnified party or otherwise concerns the business practices or relationships of the indemnifying party, or (iv) the amount of the Third-Party Claim, if determined in the claimant’s favor, would reasonably be expected to result in Losses, together with all other unresolved claims for indemnification by the indemnified parties, that exceed the amount of recovery such indemnified party would be entitled to recover from Seller under this Article X to the extent due to the applicable numerical liability limitations set forth in Section 10.01 (b); provided, further, that an indemnifying party shall relinquish control of the defense of any Third-Party Claim if such indemnifying party is not using commercially reasonable efforts to actively and diligently defending such Third-Party Claim. If the indemnifying party believes that a Third-Party Claim presented to it for indemnification is one as to which the indemnified party is not entitled to indemnification under this Article X, it shall so notify the indemnified party and the indemnifying party shall not be liable for any expenses incurred during entitled to assume control of the period defense thereof. The failure of the indemnifying party to respond in which writing to the notice of a Third-Party Claim within [***] ([***]) days after receipt thereof shall be deemed an election not to assume control of the defense of the same. If the indemnifying party assumes such defense, the indemnified party failed shall have the right to give participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party; provided that if the indemnified party reasonably concludes, based on advice from counsel, that the indemnifying party and the indemnified party have conflicting interests with respect to such notice)Third-Party Claim, the indemnifying party shall be responsible for the reasonable fees and expenses of counsel to the indemnified party solely in connection therewith. ThereafterIn the event, however, that the indemnifying party declines or fails to assume, or is not permitted to assume, the defense of such Third-Party Claim on the terms provided above or to employ counsel reasonably satisfactory to the indemnified party, in each case within such [***]-day period, then the indemnified party may employ counsel to represent or defend it in any such Third-Party Claim, and the indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by indemnified party as incurred. (c) In the event the indemnifying party assumes the defense of a Third-Party Claim, for so long as the indemnifying party its entitled to control the defense of such Third-Party Claim: (i) the indemnifying party shall keep the indemnified party reasonably advised of the status of such Third-Party Claim and the defense thereof and shall consider in good faith recommendations made by the indemnified party with respect thereto; and (ii) the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Third-Party Claim; provided however, in no event shall the indemnified party be required to deliver to the indemnifying party any notice or documents that would result in a waiver of attorney-client or other applicable evidentiary privilege; provided, further that such indemnifying party shall use commercially reasonable efforts to enable the delivery of such notice or documents (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege or other applicable evidentiary privilege. (b) 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (cd) If the indemnifying party so elects to assume the defense of any Third Third-Party Claim, all of the indemnified parties shall reasonably cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the ​ ​ indemnifying party’s reasonable request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Third-Party Claim, and making the indemnified parties shall use their commercially reasonable efforts to make their employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. . (e) Whether or not the indemnifying party shall have assumed the defense of a Third Third-Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, discharge such Third Third-Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If the indemnifying party assumes the defense of a Third-Party Claim, the indemnifying party shall not agree to any compromise, discharge or settlement of such Third-Party Claim or consent to any judgment in respect thereof, in each case without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), unless (i) such compromise, discharge, or settlement provides for a complete and unconditional release of the indemnified party from all liability with respect thereto and does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the indemnified party or any of its officers, directors, managers, employees, agents or representatives, and (ii) the sole relief provided in connection therewith is monetary damages that are paid in full by the indemnifying party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a A party believing that it is entitled to indemnification under Section 10.01 or 10.02 (the an “indemnified party”) shall give prompt written notification to the other party (the “indemnifying party”) of the commencement of any claim, action, lawsuit or other proceeding for which indemnification may be entitled to sought or, if earlier, upon the assertion of any indemnification provided for under this Agreement in respect ofsuch claim, arising out of action, lawsuit or involving a claim or demand other proceeding by made by any person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing, ) (it being understood and in reasonable detail, of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the Third Party Claim; providedagreed, however, that the failure by an indemnified party to give such notification notice of a Third Party Claim as provided in this Section 10.08 shall not affect relieve the indemnifying party of its indemnification provided hereunder obligation under this Agreement except and only to the extent the that such indemnifying party shall have been is actually materially prejudiced as a result of such failure to give notice). (except b) Within thirty (30) days after delivery of such notification, the indemnifying party may, upon written notice thereof to the indemnified party, assume control of the defense of such Third Party Claim with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnifying party shall not be entitled to assume control of the defense of any Third Party Claim if (i) such Third Party Claim could reasonably be expected to result in criminal liability of, or equitable remedies against, the indemnified party; or (ii) the indemnified party reasonably believes that the interests of the indemnifying party and the indemnified party with respect to such Third Party Claim are in conflict with one another, and as a result, the indemnifying party could not adequately represent the interests of the indemnified party in such Third Party Claim; provided, further, that an indemnifying party shall relinquish control of the defense of any Third Party Claim if such indemnifying party is not diligently defending such Third Party Claim. If the indemnifying party believes that a Third Party Claim presented to it for indemnification is one as to which the indemnified party is not entitled to indemnification under Article X, it shall so notify the indemnified party and the indemnifying party shall not be liable for any expenses incurred during entitled to assume control of the period defense thereof. The failure of the indemnifying party to respond in which writing to the notice of a Third Party Claim within thirty (30) days after receipt thereof shall be deemed an election not to assume control of the defense of the same. If the indemnifying party assumes such defense, the indemnified party failed shall have the right to give participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party; provided that if the indemnified party reasonably concludes, based on advice from counsel, that the indemnifying party and the indemnified party have conflicting interests with respect to such notice). ThereafterThird Party Claim, the indemnifying party shall be [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. responsible for the reasonable fees and expenses of counsel to the indemnified party solely in connection therewith. In the event, however, that the indemnifying party declines or fails to assume, or is not permitted to assume, the defense of such Third Party Claim on the terms provided above or to employ counsel reasonably satisfactory to the indemnified party, in each case within such thirty (30)-day period, then the indemnified party may employ counsel to represent or defend it in any such Third Party Claim, and the indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party as incurred. (c) The indemnifying party shall keep the indemnified party advised of the status of such Third Party Claim and the defense thereof and shall consider recommendations made by the indemnified party with respect thereto. The indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) 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, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is 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 not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (cd) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall reasonably cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s reasonable request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making the indemnified parties shall use their reasonable best efforts to make their employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. . (e) Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, discharge such Third Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If the indemnifying party assumes the defense of a Third Party Claim, the indemnifying party shall not agree to any compromise, discharge or settlement of such Third Party Claim or consent to any judgment in respect thereof, in each case without the prior written consent of the indemnified party, unless (i) such compromise, discharge, or settlement provides for a complete and unconditional release of the indemnified party from all liability with respect thereto and does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the indemnified party or any of its officers, directors, managers, employees, agents or representatives and (ii) the sole relief provided in connection therewith is monetary damages that are paid in full by the indemnifying party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order the event indemnification is sought for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, claim arising out of or involving a claim or demand made by any person against the indemnified Person not a party to this Agreement (a “"Third Party Claim”"), the Buyer Indemnitee or Seller Indemnitee, whichever is making the claim for indemnification (the "Indemnified Party") shall promptly notify the party from which indemnification is sought (the "Indemnifying Party") of such indemnified party claim as provided below. Failure to promptly notify the Indemnifying Party shall not relieve such Indemnifying Party from any liability it may have under Article IX, except to the extent such Indemnifying Party shall have been prejudiced by such failure; provided, that any costs and expenses (including the fees and expenses of any consultants, attorneys, accountants or other Persons) incurred by such Indemnified Party prior to the date of such notice shall be solely for the account for the Indemnified Party and not the Indemnifying Party. In order for an Indemnified Party to be entitled to the indemnification provided for under this Agreement in respect of a Third Party Claim, such Indemnified Party must notify (the indemnifying party "Indemnification Notice") the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim within ten fifteen (1015) business days after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party Indemnifying Party shall have been materially prejudiced as a result of such failure (except that in its ability to defend the indemnifying party shall not be liable suit, action, claim, proceeding or investigation for any expenses incurred during the period in which the indemnified party failed to give such notice)indemnification is sought thereby. Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against Upon receipt of an indemnified partyIndemnification Notice, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof andentitled, if it so choosesat its option and at its cost and expense, to assume the defense thereof of such Third Party Claim with counsel selected by the indemnifying party; provided, however, that such counsel is not Indemnifying Party and 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 not be liable satisfactory to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood Indemnified Party; provided that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects Indemnifying Party's intention to assume such defense shall be delivered by the defense of any Third Indemnifying Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Indemnified Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not within fourteen (14) days after the indemnifying party shall have assumed Indemnified Party gives the defense of a Third Indemnifying 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 (which consent shall not be unreasonably withheld)an Indemnification Notice.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person Person against the indemnified party Indemnified Party (a “Third Party Claim”), such indemnified party Indemnified Party must notify provide an Indemnification Notice to the indemnifying party in writing, and in reasonable detail, Indemnifying Party of the Third Party Claim within ten (10) business days as promptly as reasonably possible after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) Business Days after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim; provided, however, that failure to provide an Indemnification Notice, or deliver copies of all notices and documents, in a timely manner shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. (b) If a Third Party Claim is made against an indemnified partyIndemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense defence thereof and, if it so chooseschooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense defence thereof with counsel selected by the indemnifying party; providedIndemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, however, that such counsel is not reasonably objected the Indemnifying Party shall continue to by the indemnified partybe entitled to assert any limitation on its indemnification responsibility contained in Sections 8.11 and 8.12. Should the indemnifying party Indemnifying Party so elect to assume the defense defence of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense defence thereof. If the indemnifying party Indemnifying Party assumes such defensedefence, the indemnified party Indemnified Party shall have the right to participate in the defense defence thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defensedefence. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) defence thereof. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of the indemnified parties Parties shall cooperate with the indemnifying party in the defense defence or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying partyIndemnifying Party’s request) the provision to the indemnifying party Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party Indemnifying Party shall have assumed the defense defence of a Third Party Claim, the indemnified party Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to, such Third Party Claim without the indemnifying partyIndemnifying Party’s prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) an Indemnified Person to be entitled to any indemnification provided for under this Agreement ARTICLE 7 in respect of, arising out of or involving a claim or demand made by any person third-party against the indemnified party Indemnified Person (a “Third Third-Party Claim”), such indemnified party Indemnified Person must notify provide the indemnifying party in writing, Indemnifying Person with a Claim Notice regarding the Third-Party Claim promptly and in reasonable detail, of the Third Party Claim any event within ten thirty (1030) business days after receipt by such indemnified party Indemnified Person of written notice of the Third Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except except, and solely to the extent that, the indemnifying party Indemnifying Person shall have been actually and materially prejudiced as a result of such failure (except failure; provided, further that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)only Seller, or Seller’s successors or assigns, may make claims on behalf of Seller. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Third-Party Claim is made against an indemnified partyIndemnified Person, the indemnifying party shall Indemnifying Person will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying partyIndemnifying Person; provided, however, that any such counsel is not reasonably objected to assumption of the defense by the indemnified partyIndemnifying Person shall constitute an acknowledgement and acceptance by the Indemnifying Person of its obligation to indemnify the Indemnified Person for all Losses arising out of such Third-Party Claim. Should If the indemnifying party so elect Third-Party Claim includes allegations for which the Indemnifying Person both would and would not be obligated to indemnify the Indemnified Person, the Indemnifying Person and the Indemnified Person shall in that case jointly assume the defense thereof. If in the reasonable good faith opinion of any Indemnified Person a Third Party Claimconflict of interest exists in respect of such claim (including that the Indemnified Person has defenses available to it that may conflict with those of the Indemnifying Person), such Indemnified Person shall have the indemnifying party shall not be liable right to employ separate counsel to represent such Indemnified Person and in that event the indemnified party for legal fees and expenses subsequently incurred by the indemnified party Indemnified Person in connection with the defense thereofthereof shall be paid by the Indemnifying Person. If the indemnifying party Indemnifying Person assumes such defense, the indemnified party Indemnified Person shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)and, at its own expense, to employ counsel reasonably acceptable to the Indemnifying Person, separate from the counsel employed by the indemnifying partyIndemnifying Person, it being understood that the indemnifying party Indemnifying Person shall control such defense. The indemnifying party Indemnifying Person shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Person for any period during which the indemnifying party Indemnifying Person has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties thereof. The Indemnified Person shall cooperate with the indemnifying party Indemnifying Person in the defense or prosecution settlement thereof. Such cooperation shall include the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderthe Indemnifying Person shall reimburse the Indemnified Person for all its reasonable out-of-pocket expenses in connection therewith. Whether or not the indemnifying party The Indemnifying Person shall have assumed not, in the defense of a Third Party Claimthird party claim, make any payment of any of such claims, consent to the indemnified party shall not admit entry of any liability judgment or enter into any settlement with respect to, or settle, compromise or discharge, such Third Party Claim to any third party claim without the indemnifying party’s prior written consent of the Indemnified Person (which consent shall not be unreasonably withheldwithheld or delayed) unless the judgment or proposed settlement (i) involves only the payment of money damages and does not involve any finding or admission of any violation of Law, (ii) includes, as an unconditional term thereof, a release of such Indemnified Person given by the claimant or the plaintiff from any liabilities arising from such Third Party Claim, and (iii) does not impose an injunction or other equitable relief, directly or indirectly, upon such Indemnified Person or result in an admission of any wrongdoing by the Indemnified Person. If the Indemnifying Person fails to vigorously defend the Third Party Claim, then the Indemnified Person will have the right to defend, at the sole cost and expense of the Indemnifying Person, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person (with the consent of the Indemnifying Person, which consent will not be unreasonable withheld conditioned or delayed), but only to the extent that the Indemnified Person is entitled to indemnification pursuant to this ARTICLE 7.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “"indemnified party”") to be entitled to any indemnification provided for under this Agreement Section 5.3(a) in respect of, arising out of or involving a claim or demand made by any person against the indemnified party (a “"Third Party Claim”"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within ten (10) business 30 calendar days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party’s 's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) . 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 chooseschooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, provided that such counsel is 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 not be liable to the indemnified party for legal fees and expenses subsequently incurred by the indemnified party for separate counsel in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) . 15 12 If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof, subject to the other party's confidentiality obligations under this Agreement. Such cooperation shall include the retention and (upon the indemnifying party’s 's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed 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 's prior written consent (which consent shall not be unreasonably withheld).

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party Party (the an “indemnified partyIndemnified Party”) to be entitled to any indemnification provided for under this Agreement Article 7 in respect of, of Losses arising out of or involving a claim or demand made by 4142-6955-2969.14 any person Person other than Purchaser or Seller against the indemnified party a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writingIndemnified Party must, and in reasonable detail, promptly after its receipt of the Third Party Claim within ten (10) business days after receipt by such indemnified party of written notice of the commencement of such Third Party Claim, notify the Party from whom indemnification is sought under this Article 7 (the “Indemnifying Party”) in writing (including in such notice a brief description of such Third Party Claim, including damages sought or estimated, to the extent actually known or reasonably capable of estimation by the Indemnified Party); provided, however, that the failure to give promptly provide such notification notice shall not affect the indemnification provided hereunder under this Article 7 except to the extent that the indemnifying party shall have Indemnifying Party has been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice)failure. Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly after the indemnified partyIndemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the such Third Party Claim. (b) If a Third The Indemnifying Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof of any Third Party Claim and, if it so chooses, to assume the defense thereof thereof, at its own expense, with counsel selected by the indemnifying partyIndemnifying Party; provided, however, provided that such counsel is not reasonably objected to by the indemnified partyIndemnified Party. Should If the indemnifying party so elect Indemnifying Party elects to assume the defense of a any Third Party Claim and thereafter defends the Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If , except that, if the indemnifying party assumes Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such defenseThird Party Claim, or if the Indemnifying Party ceases to defend the Third Party Claim, the indemnified party shall have the right to participate in the defense thereof and to employ Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to by the indemnifying party)Indemnifying Party) with respect to such Third Party Claim and the related action or suit, at its own expenseand the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement. If the Indemnifying Party elects to assume the defense of any Third Party Claim, separate from the Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of such Third Party Claim through counsel employed chosen by the indemnifying partyIndemnified Party and, it being understood that except in the indemnifying party circumstances described in the immediately preceding sentence, the fees and expenses of such counsel shall control such defensebe borne by the Indemnified Party. The indemnifying party Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the indemnified party Indemnified Party in the defense of a Third Party Claim (which shall all be considered Losses for purposes of this Agreement) for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party Indemnified Party shall have given notice notified the Indemnifying Party of the such Third Party Claim as provided aboveClaim). (c) If the indemnifying party so elects to assume The Parties shall cooperate in the defense or prosecution of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such such cooperation shall to include (i) the retention of and (upon the indemnifying party’s request) the provision to the indemnifying party Indemnifying Party of records and information which that are reasonably relevant to such Third Party Claim, Claim and (ii) the making available of employees available on a mutually convenient basis to provide for providing additional information and explanation of any material provided hereunder. Whether or not If the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claim, the indemnified party Indemnified Party shall not admit agree to any liability with respect to, or settlesettlement, compromise or dischargedischarge of such Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability (if any) in connection with such Third Party Claim and which does not impose any non-monetary penalties on the Indemnified Party and releases the Indemnified Party completely and unconditionally in connection with such Third Party Claim. Regardless of whether the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not be entitled to be indemnified or held harmless pursuant to this Article 7 if the Indemnified Party shall settle such Third Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)of the Indemnifying Party.

Procedures Relating to Indemnification for Third Party Claims. (a) In order for a party (the “indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out If an Indemnified Party receives notice of or involving a claim or demand made by any person against the indemnified party other person, firm, Government Entity or corporation (a “"Third Party Claim”"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of Indemnified Party shall provide an Indemnification Notice to the Indemnifying Party relating to the Third Party Claim within ten as promptly as possible and in no event later than thirty (1030) business days after receipt by such indemnified party Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, promptly within five (5) business days after the indemnified party’s Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, no delay on the part of the Indemnified Party in notifying the Indemnifying Party as required by this Section 8.4(a) shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is thereby materially prejudiced. (b) If Subject to Section 8.4(c), if a Third Party Claim is made against an indemnified partythe Indemnified Party, the indemnifying party Indemnifying Party shall be entitled to participate in the defense thereof and, if it the Indemnifying Party so chooseschooses and, within ten (10) business days after the provision of the Indemnification Notice acknowledges in writing its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof with counsel selected by the indemnifying party; providedIndemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding any acknowledgment made pursuant to the immediately preceding sentence, however, that such counsel is not reasonably objected Parent shall continue to by the indemnified partybe entitled to assert any limitation on its indemnification responsibility contained in Section 8.1(b). Should the indemnifying party Indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying party Indemnifying Party shall not be liable to the indemnified party Indemnified Party for legal expenses subsequently incurred by the indemnified party Indemnified Party in connection with the defense thereof. If the indemnifying party Indemnifying Party assumes such defense, then the indemnified party Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by the indemnifying party)counsel, at its own expense, separate from the counsel employed by the indemnifying partyIndemnifying Party, it being understood understood, however, that the indemnifying party Indemnifying Party shall control such defense. The indemnifying party Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party Indemnified Party for any period during which the indemnifying party Indemnifying Party has failed to assume not assumed the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). (c) thereof. If the indemnifying party so elects Indemnifying Party chooses to assume the defense of defend any Third Party Claim, all of the indemnified parties hereto shall cooperate with the indemnifying party in the defense or prosecution thereofof such Third Party Claim. Such cooperation shall include the retention and (upon the indemnifying party’s Indemnifying Party's request) the provision to the indemnifying party Indemnifying Party of records and information which that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether If the Indemnifying Party, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim, on behalf of, and for the account and risk of, the Indemnifying Party, and the Indemnifying Party shall have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment. (c) Notwithstanding any other provisions of this Agreement, in the case of matters relating to On-Site Contamination, whether or not the indemnifying party shall have assumed the defense of such matters constitute a Third Party Claim, the indemnified following provisions shall apply: (i) Buyer shall be entitled to manage all such matters and Parent shall have the right to participate (at its own cost and expense). Parent shall have the right to participate in all decisions regarding any such matter, including reasonable access to sites where any action relating to such matter is being conducted, reasonable access to all documents, correspondence, data, reports or information regarding the matter, reasonable access to employees and consultants of the Buyer with knowledge of relevant facts about the matter, the right (with reasonable prior notice to Parent) to attend all meetings and participate in any telephone or other conferences with any Government Entity or other third party regarding the matter and the right to review and comment in advance on all work plans, investigations and other environmental remediation activities and Buyer shall incorporate all such reasonable comments of Parent. Neither party shall not admit agree to any liability with respect tosettlement of any such action, suit proceeding or settle, compromise or discharge, such Third Party Claim claim without the indemnifying party’s prior written consent (of the other, which consent shall not be unreasonably withheldwithheld or delayed. (ii) Parent shall not have any liability under this Agreement with respect to any Losses relating to or arising from any Environmental Laws or Hazardous Substance for which Buyer seeks indemnity under Section 8.1 resulting from Buyer or its agents and representatives conducting investigations, sampling, monitoring or remediation of the Subsidiary Facilities (a "Remedial Action") unless such Remedial Action (i) has been initiated prior to the Closing, (ii) is required by Environmental Laws or any Governmental Entity, (iii) is required by a prospective purchaser, lender or secured creditor of the Subsidiary Facilities, or (iv) is a Prudent Remedial Action (as hereinafter defined).. A "Prudent Remedial Action" is a Remedial Action that (A) is undertaken in response to Material Facts (as hereinafter defined), (B) where Buyer has, prior to commencing the Remedial Action, requested and obtained Parent's consent subject to the provisions of this Section 8.4(c) and (C) where the scope of the Remedial Action undertaken is reasonable in relation to the perceived risk. At the time Buyer requests the consent of Parent pursuant to clause (B) of the preceding sentence, Buyer shall disclose to Parent all material information relating to the proposed Remedial Action and the basis for conducting the Remedial Action. Parent's consent shall not be unreasonably withheld or delayed; however,