Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn right of an assertion, by any Person who is not a party to indemnification under this Agreement (stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or an Affiliate thereof) as to which an Indemnifying Party may be obligated arises; provided that the failure to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify notice shall not release the Indemnifying Party in writing, and in reasonable detail, from any of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder its obligations under this Article VI except to the extent the Indemnifying Party shall have been actually is materially prejudiced as a result of by such failure. ThereafterWith respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnitee will deliver Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted such dispute shall be resolved by the Indemnitee relating arbitration pursuant to the Third Party ClaimSection 7.02. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim is made Claim”) against an Indemniteeit or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense notice of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, provided that the Indemnitee may refuse failure to agree to any provide such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or notice shall not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve release the Indemnifying Party from any liability which it may have to such Indemnitee of its obligations under this Agreement, Article VI except to the extent that the Indemnifying Party shall have been actually is materially prejudiced by such failure. (e) In . If the event of payment in full by an Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Indemnitee in connection with any Losses that may result from such Third Party Claim, such then the Indemnifying Party will shall be subrogated entitled to assume and shall stand in control the place defense of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will as provided above, the Indemnified Party shall cooperate with such the Indemnifying Party in a reasonable manner, such defense and at make available to the cost and expense of such Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in prosecuting the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any subrogated right such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or claimunder the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Procedures Relating to Indemnification. (a) If an Indemnified Party shall desire to assert any claim for indemnification provided for under this Article VII in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not (other than a party to this Agreement (hereto or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third “Third-Party Claim"”), such Indemnitee will Indemnified Party shall notify the party liable for such indemnification (the “Indemnifying Party Party”) in writing, and in reasonable detaildetail (taking into account the information then available to such Indemnified Party), of the Third Third-Party Claim reasonably promptly after becoming aware receipt by such Indemnified Party of such Third written notice of the Third-Party Claim; provided, however, that failure to give such notification will 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. Thereafter, the Indemnitee will The Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Third-Party Claim; provided, however, that the 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. (b) If a Third Third-Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will shall be entitled to participate in or the defense thereof and, if it so chooses to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the IndemniteeIndemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Third-Party Claim, the Indemnifying Party will shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in unless the Indemnitee's reasonable judgment a conflict Third-Party Claim involves potential conflicts of interest exists in respect of such claim or if substantially different defenses for the Indemnified Party and the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have based on the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses advice of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Partycounsel. If the Indemnifying Party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expenseexpense (except as provided in the immediately preceding sentence), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will shall control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third any Third-Party Claim, all the parties hereto will shall cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which or prosecution thereof. Such cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's ’s request) the provision to the Indemnifying Party of records and information which that are reasonably relevant to such Third Third-Party Claim, and making use reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Third-Party Claim, the Indemnitee will Indemnified Party shall not (unless required by law) 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 will shall not be unreasonably withheld). The Indemnifying Party may pay, settle or compromise a Third-Party Claim without the written consent of the Indemnified Party, so long as such settlement includes (A) an unconditional release of the Indemnified Party from all liability in respect of such Third- Party Claim, (B) does not subject the Indemnified Party to any injunctive relief or other equitable remedy and (C) does not include a statement or admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. (dc) Any If an Indemnified Party shall desire to assert any claim on account for indemnification provided for under this Article VII other than a claim in respect of, arising out of Indemnifiable Losses which does not involve or involving a Third Third-Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Claim, such Indemnified Party from whom such indemnification is sought. The failure by any Indemnitee so to shall notify the Indemnifying Party will not relieve in writing, and in reasonable detail (taking into account the Indemnifying Party from any liability which it may have information then available to such Indemnitee under this AgreementIndemnified Party), of such claim promptly after becoming aware of the existence of such claim; provided that the failure to give such notification shall not affect the indemnification provided for hereunder except to the extent that the Indemnifying Party shall have been actually prejudiced by as a result of such failure. (e) In . If the event of payment in full by an Indemnifying Party does not respond to any Indemnitee in connection with any Third Party Claimsuch notice within 45 days after its receipt, such Indemnifying Party will be subrogated it shall have no further right to and shall stand in contest the place validity of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. In order for any Party (athe “Indemnified Party”) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by to be entitled to any Person who is not a party to this Agreement indemnification from the other Party (or an Affiliate thereofthe “Indemnifying Party”) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Section 13.1 such Indemnified Party Claim"), such Indemnitee will must notify the Indemnifying Party in writingwriting of the third Person’s claim for which indemnification is sought (such claim, and in reasonable detaila “Third Party Claim”), within fifteen (15) Days after receipt by such Indemnified Party of such written notice of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying Party, promptly within five (5) Business Days after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the . The Indemnifying Party will be entitled to participate in or the defense of a Third Party Claim made against an Indemnified Party and, if it so chooses and admits liability under the indemnity, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that with respect to any such assumption, such counsel is not reasonably objected to by the Indemnified Party and reasonably satisfactory the Indemnifying Party notifies the Indemnified Party of its intention to the Indemniteeassume such defense within sixty (60) Days after receipt of notice of a Third Party Claim. Should the Indemnifying Party so elect to assume the defense of a Third Party ClaimClaim and for so long as the Indemnifying Party diligently pursues the defense of such claim, the Indemnifying Party will shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply elects to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed assume the defense of a Third Party Claim, the Indemnitee Indemnified Party (x) will cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, (y) will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such without the Indemnifying Party’s prior written consent and (z) will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party will be subrogated may recommend, that by its terms obligates the Indemnifying Party to and shall stand pay the full settlement amount of the liability in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to connection with such Third Party Claim against any claimant or plaintiff asserting Claim, that releases the Indemnified Party completely in connection with such Third Party Claim Claim, and that does not obligate the Indemnified Party to take or against forbear to take any other Personaction, unless such action does not materially affect the Indemnified Party. Such Indemnitee will cooperate with such In the event the Indemnifying Party shall assume the defense of any Third Party Claim, as provided above, the Indemnifying Party shall be entitled to participate in a reasonable manner(but not control) such defense with its own counsel at its own expense. If the Indemnifying Party does not so assume the defense of any such Third Party Claim, the Indemnified Party may defend and at settle the cost and expense of same in such Indemnifying Party, in prosecuting any subrogated right or claimmanner as it may deem appropriate.

Procedures Relating to Indemnification. In order for a Person (athe “Indemnified Party”) If to be entitled to any indemnification provided for under this IP License Agreement in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "“Third Party Claim"”), such Indemnitee will Indemnified Party must notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably promptly possible after becoming aware receipt by such Indemnified Party of such notice of the Third Party Claim; provided, however, that failure to give such notification will 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. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying Partyindemnifying party, promptly within five (5) Business Days after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court filings and related papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim. (b) . If a Third Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will indemnifying party shall be entitled to participate in or the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnified Party therefore, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party indemnifying party and reasonably satisfactory to the IndemniteeIndemnified Party and to settle such suit, action, claim or proceeding in its discretion with a full release of the Indemnified Party and no admission of criminal liability. 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 Section 11. Should the Indemnifying Party indemnifying party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will indemnifying party shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; providedthereof unless the indemnifying party has substantially and materially failed to defend, that if contest or otherwise protest in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying timely manner against Third Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying PartyClaims. If the Indemnifying Party indemnifying party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Partyindemnifying party, it being understood understood, however, that the Indemnifying Party will indemnifying party shall control such defense. The Indemnifying Party will indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnitee Indemnified Party for any period during which the Indemnifying Party indemnifying party has failed to assume not assumed the defense thereof. If the Indemnifying Party assumes the defense of indemnifying party chooses to defend any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will shall cooperate in the defense thereof (or prosecution of such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which Third Party Claim. Such cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnitee will Indemnified Party shall not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's indemnifying party’s prior written consent (consent, which consent will shall not be unreasonably withheld), unreasonably delayed or unreasonably conditioned. (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If In order for a party to be entitled to seek any indemnification provided for under this Agreement (such party, the "Claiming Party") in respect of a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, the Claiming Party by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement thereof (a "Third Third-Party Claim"), such Indemnitee will Claiming Party must notify the Indemnifying Party party to this Agreement that is or may be required to provide indemnification hereunder (the "Defending Party") in writing, and in reasonable detail, of the Third Third-Party Claim as promptly as reasonably promptly practicable but in any event within fifteen (15) calendar days after becoming aware receipt by such Claiming Party of such Third notice of the Third-Party Claim; provided, however, that failure to give such notification will on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Defending Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will deliver Claiming Party shall keep the Defending Party reasonably apprised as to the Indemnifying status of such Third-Party Claim and shall provide to the Defending Party, promptly within fifteen (15) calendar days after the IndemniteeClaiming Party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Claiming Party relating to the Third Third-Party Claim; provided, however, that failure to delivery such copies on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Party shall have been actually prejudiced as a result of such failure. (b) If a Third Third-Party Claim is made against an Indemniteea Claiming Party, the Indemnifying Defending Party will shall be entitled to participate in or the defense thereof and, if it so chooses, to assume the defense thereof (in either case, at the expense subject to a reservation of the Indemnifying Partyrights) with counsel selected by the Indemnifying Defending Party and reasonably satisfactory to the IndemniteeClaiming Party (the Parties acknowledging that K&L Gates LLP is acceptable); provided, that no Defending Party shall have the right to assume the defense of a Third-Party Claim unless (i) the Defending Party notifies the Indemnified Party in writing within fifteen (15) calendar days after the Claiming Party has given notice of the Third-Party Claim that the Defending Party will assume defense of the Third-Party Claim and will indemnify the Claiming Party, in accordance with the provisions of this Article 9, from and against the Losses the Claiming Party may suffer with respect to the Third-Party Claim, (ii) the Third-Party Claim does not seek an injunction or other equitable relief as its principal remedy, (iii) the Third-Party Claim does not involve a criminal matter and (iv) the Defending Party conducts the defense of the Third-Party Claim actively and diligently. Should the Indemnifying a Defending Party so elect to assume the defense of a Third Third-Party Claim, the Indemnifying Defending Party will shall not be liable to the Indemnitee Claiming Party for any legal or other expenses subsequently incurred by the Indemnitee Claiming Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying . The Defending Party shall have assumed responsibility be liable for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but employed by the Claiming Party for any period during which the Defending Party has not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Partyassumed the defense thereof. If the Indemnifying Defending Party assumes such defense in accordance with this Section 9.06(b), (A) the defense of any Third Claiming Party Claim, the Indemnitee will shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Defending Party, it being understood understood, however, that the Indemnifying Defending Party will shall control such defensedefense and (B) no compromise or settlement of such Third-Party Claim may be effected by the Defending Party without the Claiming Party's consent (not to be unreasonably withheld, conditioned or delayed). The Indemnifying Defending Party will be liable for and the fees Claiming Party shall provide, and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed shall cause their controlled Affiliates to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claimprovide, as applicable, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence other and documents relating to or its counsel with reasonable access, upon reasonable prior written notice and during normal business hours, in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries a manner so as to the status thereof). If the Indemnifying Party chooses not unreasonably interfere in any material respect with their normal business operations, to defend a Third Party Claim, the parties hereto will their respective records and personnel and shall otherwise reasonably cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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 hereunderor settlement thereof. (c) No Indemnifying If the Defending Party will consent does not assume the defense of a Third-Party Claim in accordance with Section 9.06(b), or if the Defending Party does not actively and diligently conduct the defense of the Third-Party Claim, the Claiming Party may conduct the defense of the Third-Party Claim at the expense of the Defending Party (not to be unreasonably withheld, conditioned or delayed). The Claiming Party shall not effect any settlement, settlement or compromise or discharge (including the consent to entry of any judgment) of any Third such Third-Party Claim without the Indemnitee's prior written consent of the Defending Party (which consent will shall not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise conditioned or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withhelddelayed). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn right of an assertion, by any Person who is not a party to indemnification under this Agreement (stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or an Affiliate thereof) as to which an Indemnifying Party may be obligated arises; provided that the failure to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify notice shall not release the Indemnifying Party in writing, and in reasonable detail, from any of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder its obligations under this Article VI except to the extent the Indemnifying Party shall have been actually is materially prejudiced as a result of by such failure. Thereafter, the Indemnitee will deliver With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim is made Claim”) against an Indemniteeit or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense notice of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, provided that the Indemnitee may refuse failure to agree to any provide such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or notice shall not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve release the Indemnifying Party from any liability which it may have to such Indemnitee of its obligations under this Agreement, Article VI except to the extent that the Indemnifying Party shall have been actually is materially prejudiced by such failure. (e) In . If the event of payment in full by an Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Indemnitee in connection with any Losses that may result from such Third Party Claim, such then the Indemnifying Party will shall be subrogated entitled to assume and shall stand in control the place defense of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will as provided above, the Indemnified Party shall cooperate with such the Indemnifying Party in a reasonable manner, such defense and at make available to the cost and expense of such Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in prosecuting the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any subrogated right such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or claimunder the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a A party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide seeking indemnification pursuant to this Agreement Article 8 (an "Indemnified Party") shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding of which it has knowledge and in respect of which indemnity may be sought hereunder (a "Third Party Claim"), such Indemnitee and will notify give the Indemnifying Party in writingsuch information with respect thereto as the Indemnifying Party may reasonably request, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that but failure to give such notification will not affect required notice shall relieve the indemnification provided Indemnifying Party of any liability hereunder except only to the extent that the Indemnifying Party shall have been actually prejudiced as a result of such failurehas suffered actual prejudice thereby. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying Party, promptly within ten (10) business days after the IndemniteeIndemnified Party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to such Third Party Claim. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party after receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder, to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages using counsel reasonably satisfactory to the Indemnified Party; provided, that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim. , (bB) If a such Third Party Claim is made against an Indemnitee, does not include a request or demand for injunctive or other equitable relief and (C) the Indemnifying Party will be entitled makes reasonably adequate provision to participate in or to assume assure the defense thereof (in either case, at Indemnified Party of the expense ability of the Indemnifying Party) with counsel selected by Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party and reasonably satisfactory shall be deemed to have satisfied the Indemniteecondition set forth in clause (C) of the preceding sentence if it is a regulated utility. Should the Indemnifying Party so elect to assume the defense of a Third Party ClaimClaim pursuant to this Section 8.6, the Indemnifying Party will not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in . (b) Neither the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if Indemnified Party nor the Indemnifying Party shall have assumed responsibility for such claim admit any liability with respect to, or settle, compromise or discharge any reservations Third Party Claim without the prior written consent of the other, which consent shall not be unreasonably withheld or exceptionsdelayed. (c) The Indemnifying Party or the Indemnified Party, such Indemnitee will as the case may be, shall have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and participate in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes control), at its own expense, the defense of any Third Party Claim, Claim which the Indemnitee will have the right to participate other party is defending as provided in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the this Agreement. (d) The Indemnifying Party, if it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes shall have assumed the defense of any Third Party Claim in accordance with the terms hereof, shall have the right, upon 30 days prior written notice to the Indemnified Party, to consent to the entry of judgment with respect to, or otherwise settle such Third Party Claim. (e) In the event of any indemnification claim under this Article 8 involving a Third Party Claim, the Indemnified Party shall cooperate fully (and shall cause its Affiliates to cooperate fully) with the Indemnifying Party will promptly supply to in the Indemnitee copies defense of all material correspondence and documents relating to or in connection any such claim under this Article 8. Without limiting the generality of the foregoing, the Indemnified Party shall furnish the Indemnifying Party with such Third documentary or other evidence as is then in its or any of its Affiliates' possession as may reasonably be requested by the Indemnifying Party Claim and keep for the Indemnitee fully informed purpose of all material developments relating to defending against any such claim. Whether or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If not the Indemnifying Party chooses to defend or prosecute any claim involving a Third Party Claimthird party, all the parties hereto will shall cooperate in the defense or prosecution thereof (and shall furnish such cooperation to records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which reasonably requested in connection therewith. Such cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's request) the provision access during normal business hours afforded to the Indemnifying Party of to, and reasonable retention by 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, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. (cf) No Indemnifying Party will consent The parties acknowledge that Buyer (and the other Persons for which they can claim indemnity hereunder) shall be entitled to indemnification for Damages in respect of intentional and willful breaches of covenants or agreements in this Agreement irrespective of the Threshold Amount or the Ceiling (it being understood that the failure to cure a breach shall not, by itself, be an intentional and willful breach). Notwithstanding anything to the contrary in this Article 8, Buyer (or the other Persons for which they can claim indemnification) shall be entitled to indemnification for Damages in respect of a breach of Section 3.2 and 3.6 irrespective of the Threshold Amount or the Ceiling. (g) Each of the parties hereto agrees that its sole and exclusive remedy after the Closing with respect to any settlement, compromise or discharge (including the consent and all claims relating to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claimthis Agreement, the Indemnitee will agree Company, the events giving rise to this Agreement and the transactions provided for herein or contemplated hereby, shall be pursuant to the indemnification provisions contained in this Article 8. Without limiting the generality or effect of the foregoing, as a material inducement to the other parties hereto entering into this Agreement, Buyer hereby waives, from and after the Closing, any settlementclaim or cause of action, compromise or discharge of such Third Party Claim known and unknown, foreseen and unforeseen, which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee it or any of its Affiliates (including after the Closing, the Company) may have against the other parties hereto, including without limitation under the common law or federal or state securities laws, trade regulation laws or other laws (y) thatincluding CERCLA and any other Environmental Laws), in by reason of this Agreement, the reasonable opinion events giving rise to this Agreement and the transactions provided for herein or contemplated hereby or thereby, except for claims or causes of action brought under and subject to the terms and conditions of the Indemniteeindemnification provisions contained in this Article 8. (h) Indemnification for any claim under this Article 8 shall not be available to any Indemnified Party unless such Indemnified Party, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required if requested to do so by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any , first seeks recovery from any Collateral Source for such claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given before making any claim for indemnification by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent Party; provided that the Indemnifying Party shall have been actually prejudiced pay the costs and expenses incurred by the Indemnified Party in seeking such failure. (e) recovery from such Collateral Source. Any Indemnifying Party may, in its sole discretion, require any Indemnified Party to grant an assignment of the right of such Indemnified Party to assert a claim against any Collateral Source if the Indemnifying Party has first fully satisfied the claim by the Indemnified Party. In the event of payment such assignment, the Indemnifying Party will pursue such claim at its own expense. (i) No right to indemnification under this Article 8 shall be limited by reason of any investigation or audit, conducted before or after the Closing, of any party hereto including, without limitation, the knowledge of such party of any breach of any representation, warranty, agreement or covenant by the other party at any time, or the decision by such party to complete the Closing provided that such party has informed the breaching party of its desire to preserve its rights in full respect of such breach despite the Closing and the Indemnifying Party has waived in writing Section 8.4(a) hereof. (j) No party shall have any liability to another party under this Article 8 for Damages (and no cost or expense relating to such Damages shall be included in determining the extent of Damages incurred by such party for purposes of Section 8.3) to the extent that: (A) the Indemnified Party recovers insurance proceeds covering the Damages or otherwise recovers payments in respect of such Damages from any other source (whether in a lump sum or stream of payments); or (B) the Indemnified Party's Tax liability is actually reduced as a result of a tax benefit to which the Indemnified Party becomes entitled in respect of the Damages. (k) Buyer agrees to use its commercially reasonable efforts to give timely and effective written notice to the appropriate insurance carrier(s) of any occurrence or circumstances which, in the judgment of Buyer consistent with its customary risk management practices, appear likely to give rise to a claim against Buyer that is likely to involve one or more insurance policies of Buyer. Any such notice shall be given in good faith by Buyer without regard to the possibility of indemnification payments by the Sellers under this Article 8, and shall be processed by Buyer in good faith and in a manner consistent with its risk management practices involving claims for which no third party contractual indemnification is available. (l) If at any time subsequent to the receipt by an Indemnified Party of an indemnity payment hereunder, such Indemnified Party (or any Affiliate thereof) receives any recovery, settlement or other similar payment with respect to the Damages for which it received such indemnity payment (including insurance proceeds and other payments pursuant to Section 8.6(h)(A) and a tax benefit pursuant to Section 8.6(h)(B)) (the "Recovery"), such Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to the amount of such Recovery, less any Indemnitee expense incurred by such Indemnified Party (or its Affiliates) in connection with such Recovery, but in no event shall any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in payment exceed the place amount of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimindemnity payment.

Procedures Relating to Indemnification. (a) If In order for a claim party (the "Indemnified Party") to be entitled to any indemnification provided for under Paragraph 6.1 or 6.2 of this Agreement in respect of, arising out of, or involving a Claim (as hereinafter defined) or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not person, firm, governmental authority or corporation against the Indemnified Party (a party to this Agreement ("Claim" or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will Indemnified Party shall notify the Indemnifying Party in writing, and in reasonable detail, indemnifying party as soon as practicable following receipt of the Third Party Claim reasonably promptly after becoming aware written notice of such said Third Party Claim; providedPROVIDED, howeverHOWEVER, that the failure to give or delay in giving such notification will 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 failurefailure or delay. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying indemnifying party, as soon as practicable following the Indemnified Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim. In providing notice to the indemnifying party, the Indemnified Party acknowledges its responsibility to provide said notice as promptly as possible in order that the indemnifying party shall be able to engage counsel and to submit appropriate answers to any Third Party Claim within the time period required by law. (b) If a Third Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will be entitled to participate in or to indemnifying party shall assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party indemnifying party and reasonably satisfactory acceptable to the IndemniteeIndemnified Party. Should the Indemnifying The Indemnified Party so elect to assume may participate in the defense of a such Third Party Claim; PROVIDED, HOWEVER, the Indemnifying Party indemnifying party will not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the such defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory subsequent to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense assumption thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defenseindemnifying party. The Indemnifying Party will indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnitee Indemnified Party for any period during which the Indemnifying Party indemnifying party has failed to assume not assumed the defense thereof. If All of the Indemnifying Party assumes parties hereto shall cooperate in the defense or prosecution of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which Such cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Partyindemnifying party's written 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying The Indemnified Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Partyindemnifying party's prior written consent (which consent will not be unreasonably withheld)consent. (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If In order for any Indemnified Party to be entitled to any indemnification provided for under this Agreement arising out of a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third “Third-Party Claim"”), such Indemnitee will Indemnified Party must notify the Indemnifying Party in writing, writing (and in reasonable detail, ) of the Third Third-Party Claim reasonably promptly after becoming aware (but in no event more than 10 days) following receipt by such Indemnified Party of such Third notice of the Third-Party Claim; provided, however, that . The failure to give such notification will so notify shall not affect the indemnification provided hereunder except to the extent relieve the Indemnifying Party shall of any liability it (or they) may have been actually prejudiced as a result of to such failureIndemnified Party if such failure does not prejudice the Indemnifying Party. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying Party, promptly after following the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Third-Party Claim. (b) If a Third Third-Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will shall be entitled to participate in or to assume the defense thereof (and, if the Indemnifying Party acknowledges its responsibility to indemnify the Indemnified Party as provided in either casethis Agreement with respect to Losses incurred by the Indemnified Party with respect to such Third-Party Claim, the Indemnifying Party may elect to assume control of the defense of such Third-Party Claim, at the expense of the Indemnifying Party) ’s expense with counsel selected by the Indemnifying Party and Party; provided, however, that such counsel is not reasonably satisfactory objected to by the IndemniteeIndemnified Party. Should the Indemnifying Party so elect to assume control of the defense of a Third Party Claim, the Indemnifying Party will shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Indemnified Party shall have the right to participate in the defense thereof and to employ counselcounsel (not reasonably objected to by the Indemnifying Party), at its own expense, separate from the counsel employed by the Indemnifying Party, Party (it being understood that the Indemnifying Party will shall control such defense). The Indemnifying Indemnified Party will shall be liable entitled to reimbursement for all costs, fees and expenses (including the fees and expenses of counsel employed by the Indemnitee Indemnified Party) for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to assume give notice of the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Third-Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereofprovided above). If the Indemnifying Party chooses to defend or prosecute a Third Third-Party Claim, all the parties hereto will Indemnified Parties shall, at the Indemnifying Party’s cost, cooperate in all material respects in the defense thereof (such or prosecution thereof. Such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation ’s cost shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's ’s request) the provision to the Indemnifying Party of records and information which that are reasonably requested by the Indemnifying Party or that are reasonably relevant to such Third Third-Party Claim, and making employees available on a mutually convenient basis during normal business hours to provide additional information and explanation of any material provided hereunder. (c) No Indemnifying Party will consent to any settlement, compromise . Whether or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third a Third-Party Claim, (x) the Indemnitee will agree to Indemnified Party shall not admit any settlementliability with respect to, or settle, compromise or discharge of such Third Third-Party Claim which without the Indemnifying Party may recommend Party’s prior written consent, not to be unreasonably withheld, and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed not, without the defense of a Third Party ClaimIndemnified Party’s prior written consent, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim without on a basis that would result in the imposition of a judgment that would restrict the future activity or conduct of the Indemnified Party or any subsidiary or affiliate thereof. (c) In the event any Indemnified Party should have a claim against the Indemnifying Party under Section 8.1 that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly (but in no event more than 30 days) following discovery by the Indemnified Party of such claim to the Indemnifying Party's . The failure to so notify shall not relieve the Indemnifying Party of any liability it may have to such Indemnified Party if such failure does not prejudice the Indemnifying Party. If the Indemnifying Party disputes its liability with respect to such claim, prior written consent (which consent will not be unreasonably withheld)to any party’s seeking any relief at law, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute for a period of at least 60 days after the Indemnifying Party’s receipt of the Indemnified Party’s notice. (d) Any valid claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such for indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this AgreementAgreement shall describe the claim in reasonable detail, except to include copies of any material written evidence thereof and indicate the extent that the Indemnifying Party shall have been actually prejudiced by estimated amount of such failureclaim. (e) Each Indemnified Party shall make commercially reasonable efforts to mitigate any claim of liability that an Indemnified Party asserts under this Article VIII. In the event that an Indemnified Party shall fail to make such commercially reasonable efforts to mitigate any claim or liability, then notwithstanding anything else to the contrary contained herein, CSL shall not be required to indemnify any Indemnified Party for any Loss that could reasonably be expected to have been avoided if the Indemnified Party had made such efforts. All costs of payment in full by mitigation and all damages to an Indemnifying Indemnified Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will related thereto shall be subrogated to and shall stand in the place liability of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If In order for an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement Indemnitee against such Indemnitee (a "Third Party Claim"), such Indemnitee will must notify the party who may become obligated to provide indemnification hereunder (the "Indemnifying Party Party") in writing, and in reasonable detail, of the Third Party Claim reasonably promptly promptly, and in any event within 20 days after becoming aware receipt by such Indemnitee of such written notice of the Third Party Claim; provided, however, that failure to give such notification will 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; provided, further, however, that no such notice shall need to be given by any B&W Indemnitee with respect to Third Party Claims arising as a result of any Action pending as of the date of this Agreement. ThereafterAfter any required notification (if applicable), the Indemnitee will shall deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will shall be entitled to participate in or the defense thereof and, if it so chooses, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee; provided, however, that (i) the Indemnifying Party shall not be entitled to assume such defense unless it first acknowledges in writing its obligation hereunder to indemnify the Indemnitee with respect to all material elements of such Third Party Claim and (ii) the Indemnifying Party shall not be entitled to assume the defense of a Third Party Claim if (but only to the extent that) the Indemnitee reasonably determines that it has defenses, claims or positions that are unique, separate or distinct from the defenses, claims or positions that might be available to other Persons relating to such Third Party Claim (such as jurisdictional defenses). Should Except as set forth below, should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will shall have the right to participate participate, at its own expense, in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will shall control such defense; provided, however, that an Indemnitee may reassume control of any defense if the Indemnitee reasonably believes that the Indemnifying Party does not have the financial capability to fully indemnify the Indemnitee for the Indemnifiable Losses that may be incurred by the Indemnitee as a result of the applicable Third Party Claim or if the Indemnifying Party fails to diligently prosecute the defense of such Third Party Claim within 20 calendar days after receipt of written notice of such failure to prosecute by the Indemnitee. The Indemnifying Party will shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee (i) for any period during which the Indemnifying Party has failed to assume not assumed the defense thereof, (ii) as a result of the retention of control pursuant to the proviso to the first sentence of this Section 5.03(b) or (iii) following the reassumption of control of any defense pursuant to the proviso to the preceding sentence. If Notwithstanding the foregoing, the Indemnifying Party assumes shall not be entitled to assume the defense of any Third Party ClaimClaim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines cannot be separated from any related claim for money damages. If such equitable or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party will promptly supply shall be entitled to assume the defense of the portion relating to money damages and, in such event, the Indemnifying Party shall continue to be liable for the reasonable fees and expenses of counsel employed by the Indemnitee with respect to the Indemnitee copies portion of all material correspondence and documents relating to or in connection with the defense of such Third Party Claim that the Indemnifying Party has not assumed. The indemnification required by Section 5.01 or 5.02, as the case may be, shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and keep when invoices are received or the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof)Indemnifiable Loss is incurred. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, Claim (i) all the parties hereto will reasonably necessary or appropriate for such defense or prosecution shall cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party)or prosecution thereof, which cooperation shall include the retention in accordance with this Agreement 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. (cii) No the Indemnifying Party will consent to any settlement, compromise shall keep the Indemnitee reasonably informed of all significant developments in connection with the defense or discharge (including the consent to entry prosecution of any judgment) of any such Third Party Claim without the Indemnitee's prior written consent and (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, iii) the Indemnitee will shall agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend (after representing to the Indemnitee that such settlement is reasonably likely to be acceptable to the parties to the Third Party Claim) and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases Liability of the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that that, unless the Indemnitee may refuse in its sole discretion otherwise consents in writing, the Indemnifying Party shall not consent to agree to entry of any such settlement, compromise Judgment or discharge enter into any settlement (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates affiliates (other than the Indemnifying Party and its Subsidiaries) or their respective properties or (y) that, in that does not include as an unconditional term thereof the reasonable opinion giving by each claimant or plaintiff to such Indemnitee of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliatesa release from all Liability with respect to such claim. Whether or not If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will shall not (unless required by law) admit any liability Liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld)consent. (dc) Any In order for an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of a claim on account of Indemnifiable Losses which that does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by Claim, the Indemnitee shall deliver notice of such claim (in reasonably sufficient detail to enable the Indemnifying Party to evaluate such claim) with reasonable promptness to the Indemnifying Party from whom such indemnification is soughtParty. The failure by any Indemnitee so to notify give such notification shall not affect the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and materially prejudiced by as a result of such failure. (e) In . If the event of payment in full by an Indemnifying Party has disputed its Liability with respect to any such claim the Indemnifying Party and the Indemnitee shall proceed in connection with any Third Party Claimgood faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such Indemnifying Party will dispute shall be subrogated resolved by litigation, subject to and shall stand in the place provisions of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying PartySection 6.09, in prosecuting any subrogated right or claiman appropriate court of competent jurisdiction.

Procedures Relating to Indemnification. (a) If a Promptly after receipt by any Buyer Indemnitees or Seller Indemnitees (for purposes of this Section 9.05, the “Indemnified Party”) of any Proceeding, claim or demand is made against it by a third party (a “Third-Party Claim”) which gives rise to a claim for indemnification against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a indemnifying party to under this Agreement (or an Affiliate thereof) as to which an the “Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"Party”), such Indemnitee then the Indemnified Party will notify the Indemnifying Party as promptly as practicable send notice in writing, and in reasonable detail, of the Third Third-Party Claim reasonably promptly after becoming aware of such Third (including the factual basis for the Third-Party Claim, and, to the extent known, the amount of the Third-Party Claim) to the Indemnifying Party; provided, however, that failure to give such notification to the Indemnifying Party will not affect relieve the indemnification provided hereunder Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent the Indemnifying Party shall have been is actually prejudiced as a result of by the Indemnified Party’s failure to give such failurenotice. Thereafter, the Indemnitee Indemnified Party will deliver to the Indemnifying Party, as promptly as reasonably practicable after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third such Third-Party Claim. (b) If a Third Third-Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will be entitled to participate in or the defense of such Third-Party Claim and, if it so chooses, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) Third-Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should Indemnified Party and, after notice from the Indemnifying Party so elect to the Indemnified Party of its election to assume the defense of a Third such Third-Party Claim, the Indemnifying Party will not not, be liable to the Indemnitee Indemnified Party under this Article IX for any legal fees or other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if Third-Party Claim. If the Indemnifying Party shall have assumed responsibility for such claim with any reservations does not, or exceptionsis not pursuant to Section 9.05(c) permitted to, such Indemnitee assume the defense of a Proceeding, the Indemnified Party will have the right to assume the defense and employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee Indemnified Party and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall will be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claimsuch defense, the Indemnitee Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood understood, however, that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees defense and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (or prosecution of such Third-Party Claim. Such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall will include the retention in accordance with this Agreement 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 and other representatives and advisors reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if . If the Indemnifying Party assumes the defense of a Third-Party Claim (y) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent (not to be unreasonably withheld or delayed) unless (A) there is no finding or admission of any Third violation of Laws or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the primary relief provided is monetary damages that are paid in full by the Indemnifying Party and (z) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If timely notice is given to an Indemnifying Party of the commencement of any Third-Party Claim and the Indemnifying Party does not, within ten (10) business days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense of such Third-Party Claim, the Indemnitee Indemnifying Party will not admit any liability with respect thereto but will be bound by any final determination made by any Governmental Body in respect thereof. The Indemnified Party will not agree to or make any settlement, compromise or discharge settlement of such Third any Third-Party Claim which without the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party Party’s consent (not to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claimbe unreasonably withheld or delayed); provided, however, that in the Indemnitee may refuse to agree event that the Indemnifying Party for any reason withholds such consent with respect to any Third-Party Claim in respect of Fullerton Losses, Ogallala Losses and/or Marengo Losses (as such settlementterms are defined in Exhibit C hereto), compromise or discharge the Indemnified Party shall, at any time thereafter up to and including the Environmental Indemnity Survival Date, and notwithstanding that any such Losses have not yet been incurred, be permitted to make a claim for such Losses incurred (xsubject to the Indemnifying Party’s continuing consent right) in respect of such Third-Party Claim, without any limitation on the period for recovering such Losses from Seller, subject only to the Applicable Cap and the other limitations set forth herein. (c) Notwithstanding the foregoing, if an Indemnified Party reasonably determines in good faith that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, a Third-Party Claim would otherwise materially adversely affect it if a judgment is rendered in favor of such claimant other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnitee Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or any of its Affiliates. Whether or not settle such Third-Party Claim, but the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required be bound by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim settlement effected without the Indemnifying Party's its prior written consent (which consent will may not be unreasonably withheldwithheld or delayed). (d) Any claim on account The provisions of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party this Section 9.05 will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party apply with respect to any Indemnitee in connection with any Third Party ClaimTax Contests, such Indemnifying Party which will instead be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimgoverned by Section 7.03.

Procedures Relating to Indemnification. (a) If In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any other Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third “Third-Party Claim"”), such Indemnitee will Indemnified Party must notify the indemnifying party (the “Indemnifying Party Party”) in writing, and in reasonable detail, of the Third Third-Party Claim as promptly as reasonably promptly possible after becoming aware receipt, but in no event later than 10 Business Days after receipt, by such Indemnified Party of such Third notice of the Third-Party Claim; provided, however, provided that failure to give such notification will 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. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying Party, promptly within five Business Days after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Third-Party Claim. (b) If a Third Third-Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will shall be entitled to participate in or the defense thereof and, if it so chooses, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the IndemniteeIndemnified Party. Notwithstanding the foregoing, each Stockholder Representative (on behalf of the Indemnifying Company Stockholders) shall continue to be entitled to assert any limitation on any claims contained in Section 9.02 and Section 9.03. Should the an Indemnifying Party so elect to assume the defense of a Third Third-Party Claim, the Indemnifying Party will shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood understood, however, that the Indemnifying Party will shall control such defense. The Indemnifying Party will shall be liable for the reasonable and documented fees and expenses of counsel employed by the Indemnitee Indemnified Party for any period during which the Indemnifying Party has failed to assume not assumed the defense thereof. If the Stockholder Representatives (on behalf of the Indemnifying Party assumes Company Stockholders) are the defense of any Third Party ClaimIndemnifying Parties, the Indemnifying Party will promptly supply to reasonable and documented expenses of the Indemnitee copies of all material correspondence and documents relating to or Stockholder Representatives incurred in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third defending a Third-Party Claim (including providing or any participation in a Third-Party Claim that could result in Damages to the Indemnitee on request updates Stockholder Representatives) shall be reimbursed, when and summaries as to the status thereof)incurred. If the Indemnifying Party chooses to defend a Third any Third-Party Claim, all the parties hereto will shall cooperate in the defense thereof (or prosecution of such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which Third-Party Claim. Such cooperation shall include the retention in accordance with this Agreement 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 and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not If the Indemnifying Party shall have assumed the defense of a Third Third-Party Claim, the Indemnitee will not (unless required by law) no Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, such Third any Third-Party Claim without the Indemnifying Party's prior written consent of the Indemnifying Party (which consent will shall not be unreasonably withheldwithheld or delayed). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that If the Indemnifying Party shall have been actually prejudiced by such failureelected not to assume the defense of or fails to confirm its obligation to indemnify for a Third-Party Claim, the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). (ec) In the event of payment in full This Section 9.07 shall not apply to claims for Damages asserted directly by an Indemnified Party against an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third where no Third-Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimhas been made.

Procedures Relating to Indemnification. (ai) If In order for a party (the "INDEMNIFIED PARTY") to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party ClaimTHIRD PARTY CLAIM"), such Indemnitee will Indemnified Party must notify the Indemnifying Party indemnifying party (the "INDEMNIFYING PARTY") in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably promptly possible after becoming aware receipt by such Indemnified Party of such notice of the Third Party Claim; provided, however, that PROVIDED THAT failure to give such notification will 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. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying Party, promptly within five business days after the IndemniteeIndemnified Party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim. (bii) If a Third Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will shall be entitled to participate in or the defense thereof and to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the IndemniteeParty. Should the an Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood understood, however, that the Indemnifying Party will shall control such defense. The Indemnifying Party will shall be liable for the fees and expenses of counsel employed by the Indemnitee Indemnified Party for any period during which the Indemnifying Party has failed to assume not assumed the defense thereof. If the Indemnifying Party assumes the defense of chooses to defend any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will shall cooperate in the defense thereof (or prosecution of such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which Third Party Claim. Such cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) neither Purchaser nor any of its Affiliates shall admit any liability with respect to, or settle, compromise or discharge, such any Third Party Claim for which any sums are recoverable hereunder without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld)of the Sellers. (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (ai) If Any Party seeking indemnification under this Section 9.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the nature of the claim, the amount of the Losses if known or reasonably ascertainable at the time such claim or demand is made against an Indemniteemade, or an Indemnitee shall otherwise learn if not then reasonably ascertainable, the maximum amount of an assertion, such claim reasonably estimated by any Person who is not the Indemnified Party and containing a party reference to the provisions of this Agreement (in respect of which such right of indemnification is claimed or an Affiliate thereof) as arises; provided, however, that the failure to which an provide such notice shall not release the Indemnifying Party may be obligated from any of its obligations under this Section 9.2 except to provide the extent the Indemnifying Party is prejudiced by such failure. With respect to any recovery or indemnification pursuant to this Agreement (sought by an Indemnified Party from the Indemnifying Party that does not involve a "Third Party Claim"), such Indemnitee will notify if the Indemnifying Party in writing, and in reasonable detail, does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have disputed such claim. If the Indemnifying Party has disputed (or been deemed to have disputed) a claim for indemnification (including any Third Party Claim reasonably promptly Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after becoming aware delivery of the dispute notice by the Indemnifying Party, or upon expiry of the thirty (30) days’ period from the Indemnifying Party’s receipt of the notice from the Indemnified Party, such dispute shall be resolved by arbitration pursuant to Section 10.3. (ii) If an Indemnified Party shall receive notice of any Legal Proceeding, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Section 9.2, within twenty (20) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to give provide such notification will notice shall not affect release the indemnification provided hereunder Indemnifying Party from any of its obligations under this Section 9.2 except to the extent that the Indemnifying Party is prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party (or within thirty (30) days following the Closing with respect to any Third Party Claim that exits at the Closing which have been actually prejudiced as disclosed in Section 3.10 of the Disclosure Schedule); provided, however, that if there exists or is reasonably likely to exist a result conflict of such failure. Thereafter, interest that would make it inappropriate for the Indemnitee will deliver same counsel to represent both the Indemnified Party and the Indemnifying Party, promptly after then the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Indemnified Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will shall be entitled to participate in or to assume the defense thereof (in either caseretain its own counsel, at the expense of the Indemnifying Party) . In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with counsel selected the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party and reasonably satisfactory without the prior written consent of the Indemnified Party (not to be unreasonably withheld, delayed or conditioned) unless the terms of such settlement or compromise (i) call only for a payment to the IndemniteeIndemnified Party (or of the Third Party Claim directly), the full amount of which is indemnified hereunder, (ii) does not impose an injunction or other equitable relief upon the Indemnified Party, and (iii) contains an unconditional release of the Indemnified Party in respect of such claim. Should Whether or not the Indemnifying Party so elect to assume assumes the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Indemnified Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's ’s prior written consent (which consent will not to be unreasonably withheld, delayed or conditioned). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If In order for any indemnified party (“Indemnified Party”) specified in Section 6.02 to make a claim for any indemnification as provided for under Section 6.02 in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying person against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third “Third-Party Claim"”), such Indemnitee will Indemnified Party must notify the indemnifying party (the “Indemnifying Party Party”) in writing, and in reasonable detail, of the Third Third-Party Claim reasonably promptly within twenty Business Days after becoming aware receipt by such Indemnified Party of such Third written notice of the Third-Party Claim; provided, however, that failure to give such notification will 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. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying Party, promptly within five Business Days after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to 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 prejudiced as a result of such failure. (b) If a Third Third-Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will shall be entitled to participate in or the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that such counsel is not objected to by the Indemnified Party and reasonably satisfactory to the Indemniteein its reasonable discretion. Should the Indemnifying Party so elect to assume the defense of a Third Third-Party Claim, the Indemnifying Party will shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if thereof (except in the Indemnitee's reasonable judgment case of a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptionsinterest, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Partyas described below). If the Indemnifying Party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will shall control such defensedefense (except that if, in the reasonable judgment of the Indemnifying Party’s counsel, a conflict of interest exists between the Indemnifying Party and the Indemnified Party, the Indemnified Party may employ its own counsel, separate from the counsel employed by the Indemnifying Party, and may control its defense to the extent deemed necessary by the Indemnified Party). The Indemnifying Party will shall be liable for the fees and expenses of counsel employed by the Indemnitee Indemnified Party for any period during which the Indemnifying Party has failed is not assuming the defense thereof or during a conflict of interest (as described above). (c) If the Indemnifying Party so elects to assume the defense thereof. If of any Third-Party Claim, all of the Indemnified Parties shall cooperate with the Indemnifying Party assumes in the defense of or prosecution thereof. In any Third event, the Indemnified Party Claim, and its counsel shall cooperate with the Indemnifying Party will promptly supply and its counsel and shall not assert any position in any proceeding inconsistent with that asserted by the Indemnifying Party; provided, however, that the foregoing shall not prevent the Indemnified Party from taking the position that it is entitled to the Indemnitee copies of all material correspondence indemnification hereunder. All reasonable out-of-pocket costs and documents relating to or expenses incurred in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such an Indemnified Party’s cooperation to shall be at the expense, including reasonable legal fees and expenses, of borne by the Indemnifying Party), which . Such cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Third-Party Claim, the Indemnitee will Indemnified Party shall not (unless required by law) 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 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 the Indemnifying Party may recommend and which by its terms releases the Indemnifying Party completely in connection with such Third-Party Claim and which would not impose on the Indemnified Party and obligation to pay any amount or otherwise adversely affect the Indemnified Party or require any relief other than monetary damages (which consent will provided, however, that the Indemnified Party shall not be unreasonably withheldrequired to consent to any settlement, compromise or discharge which would require payments by the Indemnified Party in connection with such Third Party Claim). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by Notwithstanding the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreementforegoing, except to the extent that the Indemnifying Party shall have been actually prejudiced not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such failureThird-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party. The indemnification required by Section 6.02 shall be made only after final judgment which can not be further appealed. All claims under Section 6.02 other than Third-Party Claims shall be governed by Section 6.04. (e) In the event The indemnification provisions of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claimthis Article VI (i) shall apply without regard to, such Indemnifying Party will be subrogated to and shall stand in the place not be subject to, any limitation by reason of such Indemnitee as set-off, limitation or otherwise and (ii) are intended to be comprehensive and not to be limited by any events requirements of law concerning prominence of language or circumstances in respect waiver of which such Indemnitee may have any legal right under any law (including, without limitation, rights under any workers compensation statute or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimsimilar statute conferring immunity from suit).

Procedures Relating to Indemnification. (a) If a claim or demand is made against an IndemniteeIndemnified Party, or an Indemnitee Indemnified Party shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee Indemnified Party will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; providedPROVIDED, howeverHOWEVER, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee Indemnified Party will deliver to the Indemnifying Party, promptly after the IndemniteeIndemnified Party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the IndemniteeIndemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; providedPROVIDED, HOWEVER, that if in the IndemniteeIndemnified Party's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee Indemnified Party will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee Indemnified Party and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees Indemnified Parties similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the reasonable fees and expenses of counsel employed by the Indemnitee Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee Indemnified Party copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee Indemnified Party fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee Indemnified Party on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto Parties will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the IndemniteeIndemnified Party's prior written consent (which consent will not be unreasonably withheld); providedPROVIDED, HOWEVER, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses Damages in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee Indemnified Party and its Affiliates completely from all Liability in connection with such Third Party Claim; providedPROVIDED, howeverHOWEVER, that the Indemnitee Indemnified Party may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary non-monetary relief affecting the Indemnitee Indemnified Party or any of its Affiliates or (y) that, in the reasonable opinion of the IndemniteeIndemnified Party, would otherwise materially adversely affect the Indemnitee Indemnified Party or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee Indemnified Party will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses Damages which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee Indemnified Party to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee Indemnified Party to so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee Indemnified Party under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee Indemnified Party in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee Indemnified Party as to any events or circumstances in respect of which such Indemnitee Indemnified Party may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee Indemnified Party will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If Any Person seeking indemnification under Section 5.02 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) written notice (the “Indemnity Notice”) of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn right of an assertion, by any Person who is not a party to indemnification under this Agreement (stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or an Affiliate thereof) as to which an Indemnifying Party may be obligated arises; provided that the failure to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify the Indemnity Notice shall not release the Indemnifying Party in writing, and in reasonable detail, from any of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder its obligations under this Article 5 except to the extent the Indemnifying Party shall have been actually is materially prejudiced as a result of by such failure. ThereafterWith respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnitee will deliver Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted such dispute shall be resolved by the Indemnitee relating arbitration pursuant to the Third Party ClaimSection 6.12. (b) If an Indemnified Party shall receive written notice (the “Claim Notice”) of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article 5, within thirty (30) days of the receipt of the Claim is made against an IndemniteeNotice, the Indemnified Party shall give the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense notice of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, provided that the Indemnitee may refuse failure to agree to any provide such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or notice shall not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve release the Indemnifying Party from any liability which it may have to such Indemnitee of its obligations under this Agreement, Article 5 except to the extent that the Indemnifying Party shall have been actually is materially prejudiced by such failure. (e) In . If the event of payment in full by an Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Indemnitee in connection with any Losses that may result from such Third Party Claim, such then the Indemnifying Party will shall be subrogated entitled to assume and shall stand in control the place defense of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will as provided above, the Indemnified Party shall cooperate with such the Indemnifying Party in a reasonable manner, such defense and at make available to the cost and expense of such Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in prosecuting the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any subrogated right such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or claimunder the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Procedures Relating to Indemnification. (a) If a claim Any Party seeking indemnification under this Article 12 (an "Indemnified Party") for itself or demand is made against an for any Buyer Indemnitee or Seller Indemnitee, shall, promptly after its awareness of the cause of that indemnification, give the Party or Parties from whom indemnification is being sought (an Indemnitee shall otherwise learn of an assertion, by any Person who is not "Indemnifying Party") a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement written notice (a "Third Claim Notice") of any event or matter which such Indemnified Party Claim")has determined to or would reasonably be expected to give rise to a right of indemnification under this Article 12, such Indemnitee will notify the Indemnifying Party in writing, and stating in reasonable detail, to the extent available, the nature of the Third Party Claim reasonably promptly after becoming aware claim, the facts and circumstances with respect to the subject matter of such Third Party Claimclaim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that for the avoidance of doubt, the failure to give provide such notification will notice shall not affect release the indemnification provided hereunder Indemnifying Party from any of its obligations under this Article 12 except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (eb) If the Indemnifying Party does not, within thirty (30) days from its receipt of the Claim Notice, deliver a Dispute Notice to the Indemnified Party in accordance with Article 14.3(a) disputing such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has, within thirty (30) days from its receipt of the Claim Notice, delivered a Dispute Notice to the Indemnified Party in accordance with Article 14.3(a), then the Indemnifying Party and the Indemnified Party shall proceed in accordance with Article 14.3. (c) Buyer shall discuss with Founder plans to resolve any third party claim against the Company which would result in claims under Article 12.1(a). All such claims against the Company shall be resolved by the Company. When resolving such claims, the Company shall make reasonable efforts to mitigate its Losses in accordance with its obligations under applicable Laws. In the event that the Founder procures a valid settlement offer to the Company from the third party claimant which complies with all applicable Laws (a "Proposed Settlement") but such offer is rejected by the Board of payment in full Directors of the Company, then to the extent the final settlement amount and/or damages payable by an Indemnifying Party the Company to such third party claimant exceeds the Proposed Settlement ("Excess Damages"), no Buyer Indemnitee shall be entitled to seek indemnification under this Article 12 with respect to the Excess Damages. (d) The Parties acknowledge and agree that, if any of the Seller and Seller Shareholders has fulfilled its indemnification obligations under this Article 12 with respect to any Indemnitee in connection with any Third third party claims, then no Party Claim, such Indemnifying Party will be subrogated to and shall stand in prevent the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee relevant Seller and/or Seller Shareholder from seeking redress that it may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimrelevant third party.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a A party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide seeking indemnification pursuant to this Agreement Article VIII (an “Indemnified Party”) shall give prompt written notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding of which it has knowledge and in respect of which indemnity may be sought hereunder (a "“Third Party Claim"”), such Indemnitee and will notify give the Indemnifying Party in writing, and in reasonable detail, of such information with respect thereto as the Third Indemnifying Party Claim may reasonably promptly after becoming aware of such Third Party Claimrequest; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall limit any liability or obligation for indemnification pursuant to give such notification will not affect the indemnification provided hereunder this Article VIII except to the extent the Indemnifying Party shall have been actually prejudiced as a result of any damage or liability caused by or arising out of such delay or failure. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying Party, promptly within ten (10) Business Days after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. The Indemnifying Party shall have the right, and making employees available on a mutually convenient basis exercisable by written notice to provide additional information and explanation the Indemnified Party after receipt of notice from the Indemnified Party of the commencement of or assertion of any material provided claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder. (c) No Indemnifying Party will consent , to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes assume the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which involves (and continues to involve) solely monetary damages using counsel reasonably satisfactory to the Indemnified Party; provided, that (A) the Indemnifying Party may recommend expressly agrees in such notice that, as between the Indemnifying Party and which by its terms obligates the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief, and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to pay satisfy the full amount of Indemnifiable Losses in connection with such Third any adverse monetary judgment that is reasonably likely to result. (b) Neither the Indemnified Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not nor the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such discharge any Third Party Claim without the Indemnifying Party's prior written consent (of the other party, which consent will shall not be unreasonably withheld)withheld or delayed. (c) The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control) the defense of any Third Party Claim which the other party is defending as provided in this Agreement. (d) Any claim on account The Indemnifying Party, if it shall have assumed the defense of Indemnifiable Losses which does not involve a any Third Party Claim will be asserted by reasonably prompt in accordance with the terms hereof, shall have the right, upon thirty (30) days prior written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so Indemnified Party, to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except consent to the extent that the Indemnifying Party shall have been actually prejudiced by entry of judgment with respect to, or otherwise settle such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If In order for a claim party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim, suit or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "“Third Party Claim"”), such Indemnitee will Indemnified Party must notify the indemnifying party (the “Indemnifying Party Party”) in writing, and in reasonable detail, of the Third Party Claim reasonably and the facts known by the Indemnified Party relating thereto promptly within 30 days after becoming aware of such receiving written notice from a third party which may give rise to a Third Party Claim; provided, however, that failure to give such notification will 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. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying Party, promptly within seven (7) Business Days after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted delivered by such Person to the Indemnitee Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Partyx) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply subject to the Indemnitee copies of limitations set forth in this Article IX, has conceded liability to indemnify the Indemnified Party with respect to all material correspondence and documents Losses relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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, (y) Parent, the Surviving Corporation or any Parent Indemnified Party or their respective representatives are the Indemnified Party, and making employees available the Indemnified Party reasonably determines that the likely maximum amount of such Losses is less than or equal to the Cap, and (z) the Third Party Claim is not reasonably likely to have an adverse effect on the Indemnified Party or its Affiliate other than as a mutually convenient basis result of monetary damages, then the Indemnifying Party shall have thirty (30) days after receipt of the Indemnified Party’s notice of a given Third Party Claim to provide additional information and explanation elect, at its option, to assume the defense of any material provided hereundersuch Third party Claim, in which case: (i) the attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs incurred by the Indemnifying Party in connection with defending such Third Party Claim shall be payable by such Indemnifying Party (unless such Indemnifying Party is the Representative, in which case, such costs shall be payable from the Representative Holdback Amount); (ii) the Indemnified Party shall not be entitled to be indemnified for any costs or expenses incurred by the Indemnified Party in connection with the defenses of such Third Party Claim following the Indemnifying Party’s assumption of such defense, except for actual out-of-pocket costs incurred in connection with the Indemnifying Party’s requests pursuant to Sections 9.3(b)(iv), (v) and (vi) which costs shall be reimbursed by the Indemnifying Party; (iii) the Indemnified Party shall be entitled to monitor such defense at its sole expense; (iv) the Indemnified Party shall make available to the Indemnifying Party all books and records that are under the control of the Indemnified Party and that the Indemnifying Party reasonably considers necessary or desirable for the defense of such Third Party Claim subject to appropriate confidentiality protection to the extent applicable; (v) the Indemnified Party shall execute such documents and take such other actions as the Indemnifying Party may reasonably request for the purpose of facilitating the defense of, or any settlement or compromise of such Third Party Claim; (vi) the Indemnified Party shall otherwise cooperate as reasonably requested by the Indemnifying Party in the defense of such Third Party Claim; (vii) the Indemnified Party shall not admit any liability with respect to such Third Party Claim; and (viii) the Indemnifying Party shall not enter into any agreement providing for the settlement or compromise of such Third Party Claim or the consent to the entry of a judgment with respect to such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement agreement imposes on the Indemnified Party or any of its Subsidiaries or other Affiliates any obligation other than, in the case where the Representative is the Indemnifying Party, an obligation to pay Losses in an amount less than the Representative Cap. (c) No Indemnifying Party will consent to any settlement, compromise or discharge If (including the consent to entry of any judgmenti) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes has not conceded liability to indemnify the defense of any Indemnified Party with respect to all Losses relating to such Third Party Claim, (ii) Parent, Merger Sub, the Indemnitee will agree Surviving Corporation or their respective representatives are the Indemnified Party, and the Indemnified Party reasonably determines in good faith that the likely maximum amount of such Losses is greater than the Representative Cap, (iii) the Indemnifying Party elects not to any settlement, compromise defend a Third Party Claim or discharge (iv) the Indemnifying Party is not permitted to assume the defense of such Third Party Claim which pursuant to Section 9.3(b) above, then the Indemnifying Indemnified Party may recommend shall diligently and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with competently defend such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Indemnified Party shall have assumed the defense no right to seek indemnification under this Article IX in respect of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim for any agreement providing for the settlement or compromise of such Third Party Claim or the consent to the entry of a judgment with respect to such Third Party Claim entered into without the Indemnifying Party's prior written consent of the Indemnifying Party (which consent will shall not be unreasonably withheld, conditioned or delayed). (d) Any If any Indemnified Party asserts the existence of a claim on account giving rise to Losses (but excluding Third Party Claims), such party shall give written notice to the Indemnifying Party promptly upon having knowledge of Indemnifiable Losses which does the existence of such indemnifiable claim (but in any event prior to the applicable Expiration Date). Such written notice shall state that it is being given pursuant to this Section 9.3, specify, in reasonable detail, the nature and amount of the claim (to the extent they are capable of determination). If such Indemnifying Party contests such assertion of a claim by giving such written notice to the Indemnified Party, then the parties shall act in good faith to reach agreement regarding such claim during a subsequent sixty (60) day period. If litigation or arbitration between the parties shall arise with respect to any such claim, the prevailing party shall be entitled to reimbursement of costs and expenses incurred in connection with such litigation or arbitration as more fully set forth in Section 10.15. (e) A claim for indemnification for any matter not involve involving a Third Party Claim will may be asserted by reasonably prompt written notice given to the party obligated to indemnify pursuant to Section 10.11. Such notice must be in writing, must set forth in reasonable detail the facts known by the Indemnitee Indemnified Party relating to such claim and amount of the claim (to the Indemnifying Party from whom extent such amount is capable of determination) and must include a reference to the provisions of this Agreement in respect of which such right of indemnification is sought. The claimed or arises (to the extent such provisions can be determined at that time or a good faith estimate thereof); provided, that, subject to Section 9.2(d), failure by any Indemnitee so to notify give such notification on a timely basis shall not affect the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually prejudiced by as a result of such failure. . For purposes of this Section 9.3, if the Stockholder Parties comprise the Indemnified Party, any references to the Indemnified Party (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim each case except provisions relating to such Third Party Claim against an obligation to make or a right to receive any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at payments) shall be deemed to refer to the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimRepresentative.

Procedures Relating to Indemnification. A Party seeking indemnification pursuant to Section 8(b) or Section 8(c), (aan “Indemnified Party”) If a shall give prompt notice to the Party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim or demand is made against an Indemniteeassessment, or an Indemnitee shall otherwise learn the commencement of an assertionany action, suit, audit or proceeding, by any Person who is not a third party to this Agreement in respect of which indemnity may be sought hereunder (or an Affiliate thereofa “Third Party Claim”) and will give the Indemnifying Party such information with respect thereto as to which an the Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claimrequest; provided, however, that no failure to give such notification will not affect notice shall relieve the indemnification provided Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurehas suffered actual prejudice thereby). Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying Party, promptly within ten (10) business days after the IndemniteeIndemnified Party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim. . The Indemnifying Party shall have the right, exercisable by written notice (bthe “Notice”) If a to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim is made against an IndemniteeClaim, the Indemnifying Party will be entitled to participate in or to assume and control the defense thereof (in either caseof such Third Party Claim, at the expense of the Indemnifying Party) with using counsel selected by the Indemnifying Party and reasonably satisfactory acceptable to the IndemniteeIndemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict . Regardless of interest exists in respect of such claim or if whether the Indemnifying Party elects to assume the defense of any such Third Party Claim, (a) the Indemnified Party shall have assumed responsibility for such claim not admit any liability with any reservations respect to, or exceptionssettle, compromise or discharge, such Indemnitee Third Party Claim without the Indemnifying Party's prior written consent, which shall not be unreasonably withheld, delayed or conditioned and (b) the Indemnifying Party will not admit any liability, consent to the entry of any judgment or enter into any settlement or compromise with respect to such Third Party Claim, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, delayed or conditioned, unless such settlement or judgment involves only the payment of money damages by the Indemnifying Party and does not involve an injunction or other equitable relief that may affect an Indemnified Party and includes an unconditional release of the Indemnified Party. The Indemnifying Party or the Indemnified Party, as the case maybe, shall in any event have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and participate, at its own expense, in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during Claim which the Indemnifying Party has failed to assume the defense thereofother is defending. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to Whether or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If not the Indemnifying Party chooses to defend or prosecute any claim involving a Third Party Claimthird party, all the parties Parties hereto will shall cooperate in the defense or prosecution thereof (and shall furnish such cooperation to records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which reasonably requested in connection therewith. Such cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's request) the provision reasonable access during normal business hours afforded to the Indemnifying Party of to, and reasonable retention by 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed reimburse the defense of a Third Indemnified Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee for all its reasonable out-of-pocket expenses in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimtherewith.

Procedures Relating to Indemnification. Following the discovery by a Person of any facts or conditions that would reasonably be expected to give rise to a Loss or Losses for which indemnification under this Article IX can be obtained, the Party seeking indemnification under this Article IX with respect thereto (athe “Indemnified Party”) If shall, within thirty (30) days thereafter, provide written notice to the Party from whom indemnification is sought (the “Indemnifying Party”), setting forth the facts and circumstances in reasonable detail (to the extent known) relating to such Loss or Losses, the amount of Loss or Losses (or a claim or demand is made against an Indemniteenon-binding, or an Indemnitee shall otherwise learn of an assertion, by any Person who reasonable estimate thereof if the actual amount is not a party to known or liquidated) and the specific Section(s) of this Agreement (or to the extent then determinable) upon which the Indemnified Party is relying in seeking such indemnification (an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"“Indemnification Notice”), such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that any failure of an Indemnified Party to give timely deliver such notification will notice shall not affect limit the indemnification provided obligations of the Indemnifying Party hereunder except to the extent that (and only to the extent that) such failure to timely deliver such notice actually prejudices the Indemnifying Party. Within sixty (60) days after delivery of an Indemnification Notice, the Indemnifying Party shall have been actually prejudiced as deliver to the Indemnified Party a result Response, in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by payment by the Indemnifying Party in cash equal to the Claimed Amount by wire transfer of immediately available funds), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by payment by the Indemnifying Party in cash equal to the Agreed Amount by wire transfer of immediately available funds) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount (a “Dispute”). If no Response is delivered by the Indemnifying Party within sixty (60) days following the Indemnified Party’s receipt of written confirmation of receipt of such failure. Thereafter, Indemnification Notice by the Indemnitee will deliver to General Counsel of the Indemnifying Party, promptly after the Indemnitee's Indemnifying Party shall be deemed, to the extent such Indemnification Notice so states, to have agreed that all of the Claimed Amount is owed to the Indemnified Party. For purposes of the foregoing sentence, “written confirmation” shall include receipt thereofconfirming the delivery of facsimile, copies receipt of all material notices registered or certified mail, receipt of an internationally recognized overnight mail courier service and documents (including court papers) received or transmitted receipt of e-mail delivery. Acceptance by the Indemnitee relating Indemnified Party of partial payment of any Claimed Amount shall be without prejudice to the Third Party Claim. Indemnified Party’s right to claim the balance of any such Claimed Amount. During the sixty (b60) If day period following the delivery of a Third Party Claim is made against an IndemniteeResponse that reflects a Dispute, the Indemnifying Party will be entitled and the Indemnified Party shall use good faith efforts to participate in or to assume resolve the defense thereof (in either case, at Dispute. If the expense of the Indemnifying Party) with counsel selected by the Indemnifying Indemnified Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for not so resolve such claim with any reservations or exceptionsduring such period, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Indemnified Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by entitled to initiate such Indemnifying Party. If proceedings and seek such remedies as may be permitted under the Indemnifying Party assumes the defense terms of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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 hereunderapplicable Law. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If An indemnified person under Sections 8.2, 8.3 or 8.4 (the “Indemnified Party”) shall give prompt written notice to an indemnifying party (the “Indemnifying Party”) of any Loss in respect of which such Indemnifying Party has a claim duty to indemnify such Indemnified Party under Sections 8.2, 8.3 or demand 8.4 (a “Claim”), specifying in reasonable detail the nature of the Loss for which indemnification is made against an Indemniteesought, the section or an Indemnitee shall otherwise learn sections of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as the PE&E Agreement to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement the Claim relates and the amount of the Loss involved (or, if not then determinable, a "Third Party Claim"reasonable good faith estimate of the amount of the Loss involved), such Indemnitee will except that any delay or failure so to notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent shall only relieve the Indemnifying Party shall have been actually of its obligations hereunder to the extent, if at all, that it is prejudiced as a result by reason of such delay or failure. Thereafter, the Indemnitee will deliver Any such notice to the be given to an Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received Party under Section 8.2 or transmitted 8.3 or by an Indemnified Party under Section 8.4 shall be given to or by the Indemnitee relating to the Third Party ClaimRepresentative. (b) If a Claim results from any claim, suit, action or cause of action brought or asserted by a third party (a “Third Party Claim is made against an IndemniteeClaim”), the Indemnifying Party will be entitled to participate in or to shall assume the defense thereof (thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in either casesuch Third Party Claim and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnifying Indemnified Party) with counsel selected by . If the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect fails to assume the defense of any Third Party Claim within 10 days after notice thereof, the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such Third Party Claim for the account of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party at any time prior to the compromise, settlement or final determination thereof. Anything in this Section 8.5 to the contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any Third Party Claim or consent to the entry of any judgment with respect to any Third Party Claim which would have an adverse effect on the Indemnified Party. The Indemnifying Party may, without the Indemnified Party’s prior written consent, compromise or settle any such Third Party Claim or consent to entry of any judgment with respect to any Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim. (c) With respect to any Claim other than a Third Party Claim, the Indemnifying Party will not be liable to shall have 20 days from receipt of notice from the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect Indemnified Party of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right Claim within which to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Partyrespond thereto. If the Indemnifying Party assumes the defense of any Third Party Claimdoes not respond within such 20-day period, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereofClaim. If the Indemnifying Party assumes notifies the defense of any Third Indemnified Party Claimwithin such 20-day period that it rejects such Claim in whole or in part, the Indemnifying Indemnified Party will promptly supply shall be free to pursue such remedies as may be available to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Indemnified Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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 hereunderunder applicable law. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (ai) If The Purchaser shall promptly give the Seller notice of any matter which the Purchaser has determined has given or would reasonably be expected to give rise to a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn right of an assertion, by any Person who is not a party to indemnification under this Agreement (stating in reasonable detail the nature of the claim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or an Affiliate thereof) as to which an Indemnifying Party may be obligated arises; provided, however, that the failure to provide such notice shall not release the Seller from any of its obligations under this Section 9.2 except to the extent the Seller is materially prejudiced by such failure. With respect to any recovery or indemnification pursuant to this Agreement (sought by the Purchaser from the Seller that does not involve a "Third Party Claim", if the Seller does not notify the Purchaser within ninety (90) days from its receipt of the notice from the Purchaser that the Seller disputes such claim, the Seller shall be deemed to have accepted and agreed with such claim. If the Seller has disputed a claim for indemnification (including any Third Party Claim), the Seller and the Purchaser shall proceed in good faith to negotiate a resolution to such Indemnitee will notify dispute. If the Indemnifying Party Seller and the Purchaser cannot resolve such dispute in writing, one hundred and in reasonable detail, eighty (180) days after delivery of the dispute notice by the Seller, such dispute shall be resolved by arbitration pursuant to Section 10.3. (ii) If the Purchaser shall receive notice of any Legal Proceeding, audit, demand or assessment (each, a “Third Party Claim reasonably promptly after becoming aware Claim”) against it or which may give rise to a claim for Loss under this Section 9.2, within thirty (30) days of the receipt of such notice, the Purchaser shall give the Seller notice of such Third Party Claim; provided, however, that the failure to give provide such notification will notice shall not affect release the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate Seller from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee obligations under this Agreement, Section 9.2 except to the extent that the Indemnifying Party shall have been actually Seller is materially prejudiced by such failure. . If the Seller acknowledges in writing its obligation to indemnify the Purchaser hereunder against any Losses that may result from such Third Party Claim, the Seller shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Purchaser within ninety (e90) In days of the receipt of such notice from the Purchaser. Similarly, in the event the Purchaser is, directly or indirectly, conducting the defense against any such Third Party Claim, the Seller shall cooperate with the Purchaser in such defense and make available to the Purchaser, at the Seller’s expense, all such witnesses, records, materials and information in the Seller’s possession or under the Seller’s control relating thereto as is reasonably required by the Purchaser, if such Third Party Claim arises out of payment in full by an Indemnifying Party to any Indemnitee or in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in reason incurred before the place date of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimthis Agreement.

Procedures Relating to Indemnification. (ai) Any party seeking indemnification under this Section 9.2 (an “Indemnified Party”) shall promptly give the party from whom indemnification is being sought (an “Indemnifying Party”) notice (a “Claim Notice”) of any matter which such Indemnified Party has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the nature of the claim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 9.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Claim Notice that the Indemnifying Party disputes such claim (the “Dispute Notice”), the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim or demand is made against an Indemniteefor indemnification (including any Third Party Claim), or an Indemnitee the Indemnifying Party and the Indemnified Party shall otherwise learn proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of an assertionthe Dispute Notice, such dispute shall be resolved by any Person who is not a party pursuant to this Agreement Section 10.3 (or an Affiliate thereofii) as to which The obligations and liabilities of an Indemnifying Party may under this Section 9.2 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Section 9.2 (“Third Party Claims”) shall be obligated to provide indemnification pursuant to this Agreement (a "governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim"), such Indemnitee will notify the Indemnified Party shall give the Indemnifying Party in writing, and in reasonable detail, notice of the such Third Party Claim within thirty (30) days of the receipt by the Indemnified Party of such notice and a copy of the papers served with respect to such claim (if any); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 9.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled, but not obligated, to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice reasonably promptly after becoming aware acceptable to the Indemnified Party if it gives notice of its intention to do so to the Indemnified Party within twenty (20) Business Days of the receipt of the notice furnished by the Indemnified Party pursuant to the first sentence of this Section 9.2(d)(ii) provided, however, that in the event the Indemnifying Party assumes and controls the defense of such Third Party Claim, the Indemnified Party may, at its sole cost and expense, participate in the defense of such Third Party Claim; provided, howeverfurther, that failure to give such notification will not affect the indemnification provided hereunder except if counsel to the extent Indemnified Party advises such Indemnified Party in writing that the Third Party Claim involves a conflict of interest (other than one of a monetary nature) that would make it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, then the Indemnified Party shall be entitled to retain its own counsel at the cost and expense of the Indemnifying Party (except that the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable obligated to pay the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying PartyIndemnified Parties, taken together). If In the event the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have exercises the right to participate in the undertake any such defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for against any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and as provided above, it will keep the Indemnitee fully Indemnified Party reasonably informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in progress of the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, it will keep the Indemnifying Party reasonably informed of progress of the defense of such Third Party Claim, and the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party; provided, however, the Indemnified Party shall not, without the consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned), settle or compromise any such Third Party Claim or consent to any settlement, compromise or discharge (including the consent to entry of any judgmentjudgment in respect of such Third Party Claim. The rights of any Indemnifying Party shall be subrogated to any right of action (including indemnification, cross-claims and counterclaims) that the Indemnified Party may have against any other Person with respect to any matter giving rise to a claim for indemnification hereunder. The Indemnifying Party shall not, without the written consent of the Indemnified Party (not to be unreasonably withheld, delayed or conditioned), (i) settle or compromise any Third Party Claim without or consent to the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense entry of any Third judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a written release from all liability in respect of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such or (ii) settle or compromise any Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, any manner that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee Indemnified Party other than as a result of money damages or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld)other money payments. (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If In order for an indemnified party to be entitled to any indemnification provided for under this Article VII in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not Person, firm, Governmental Entity or corporation (other than a party to this Agreement (hereto or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement against the indemnified party (a "Third “Third-Party Claim"”), such Indemnitee will indemnified party must notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, of the Third Third-Party Claim as promptly as reasonably promptly practicable after becoming aware receipt by such indemnified party of such Third written notice of the Third-Party Claim; provided, however, that failure to give such notification will 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. Thereafter, the Indemnitee will The indemnified party shall deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, indemnifying party copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Third-Party ClaimClaim as promptly as practicable after receipt. (b) If a Third Third-Party Claim is made against an Indemniteeindemnified party, the Indemnifying Party indemnifying party will be entitled to participate in or the defense thereof and, if it so chooses and acknowledges without reservation its obligation to indemnify the indemnified party therefore, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party indemnifying party and reasonably satisfactory to the Indemniteeindemnified party. Should the Indemnifying Party indemnifying party so elect to assume the defense of a Third Third-Party Claim, the Indemnifying Party indemnifying party will not be liable to the Indemnitee indemnified party for any legal or other expenses subsequently incurred by the Indemnitee indemnified party in connection with the defense thereof; provided, that if in unless the Indemnitee's reasonable judgment a conflict Third-Party Claim involves potential conflicts of interest exists in respect of such claim or if substantially different defenses for the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have indemnified party and the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Partyindemnifying party. If the Indemnifying Party indemnifying party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expenseexpense (except as provided in the immediately preceding sentence), separate from the counsel employed by the Indemnifying Partyindemnifying party, it being understood that the Indemnifying Party will indemnifying party shall control such defense. The Indemnifying Party will indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnitee indemnified party for any period during which the Indemnifying Party indemnifying party has failed to assume not assumed the defense thereof. If the Indemnifying Party assumes the defense of indemnifying party chooses to defend any Third Third-Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will shall cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which or prosecution thereof. Such cooperation shall include the retention in accordance with this Agreement 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 Third-Party Claim, and making the use of reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party indemnifying party shall have assumed the defense of a Third Third-Party Claim, the Indemnitee will indemnified party shall not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim without the Indemnifying Party's indemnifying party’s prior written consent (which consent will shall not be unreasonably withheld). The indemnifying party may pay, settle or compromise a Third-Party Claim with the written consent of the indemnified party, so long as such settlement includes (A) an unconditional release of the indemnified party from all liability in respect of such Third-Party Claim, (B) does not subject the indemnified party to any injunctive relief or other equitable remedy and (C) does not include a statement or admission of fault, culpability or failure to act by or on behalf of any indemnified party. (dc) Any claim on account of Indemnifiable Losses which does not involve a Third Notwithstanding any contrary provisions contained in Section 7.4(b), with respect to any Third-Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such for which indemnification is sought. The failure by any Indemnitee so available under Section 7.2(a)(v), each of Purchaser and Seller shall be entitled to notify participate jointly in controlling the Indemnifying defense of such Third-Party will Claim, and the Purchaser Indemnified Parties shall not relieve the Indemnifying Party from be entitled to admit any liability which it may have to with respect to, or settle, compromise or discharge, any such Indemnitee under this Agreement, except Third-Party Claim if and to the extent that Seller may be required to bear any of the Indemnifying Party shall have been actually prejudiced by liability, cost or expense associated with such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Third-Party Claim. In addition, such Indemnifying notwithstanding the preceding provisions of this Section 7.4, if a Third-Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances Claim is made in respect of which a Purchaser Indemnified Party would be entitled to recover from Seller under Section 7.2 by reason of a failure of a representation or warranty in Section 3.8 to be true or correct, then such Indemnitee may have any right or claim relating to such Third Third-Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party shall be governed by procedures corresponding to those in a reasonable manner, Section 5.7(f) and at not by the cost and expense preceding sentences of such Indemnifying Party, in prosecuting any subrogated right or claimthis Section 7.4.

Procedures Relating to Indemnification. (ai) If In order for a 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 is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "“Third Party Claim"”), such Indemnitee will Indemnified Party must notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably promptly possible after becoming aware receipt by such Indemnified Party of such notice of the Third Party Claim; provided, however, that failure to give such notification will on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying Partyindemnifying party, promptly within five (5) business days after the Indemnitee's Indemnified Party’s receipt thereof, with copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim; provided, however, that failure to deliver such copies on a timely basis 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. (bii) If a Third Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will indemnifying party shall be entitled to participate in or the defense thereof and, if it so chooses, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemniteeindemnifying party. Should the Indemnifying Party indemnifying party so elect to assume the defense of a Third Party Claim: A. It shall defend such Third Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnifying Party indemnifying party to a final conclusion or will be settled at the discretion of the indemnifying party (with any such settlement consented to by the Indemnified Party); and B. The indemnifying party shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party indemnifying party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Partyindemnifying party, it being understood understood, however, that the Indemnifying Party will indemnifying party shall control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of indemnifying party chooses to defend any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will shall cooperate in the defense thereof (or prosecution of such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which Third Party Claim. Such cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If A party entitled to indemnification hereunder shall herein be referred to as an “Indemnified Party.” A party obligated to indemnify an Indemnified Party hereunder shall herein be referred to as an “Indemnifying Party.” As soon as is reasonable after an Indemnified Party either (i) receives notice of any claim or the commencement of any action by any third party which such Indemnified Party reasonably believes may give rise to a claim for indemnification from an Indemnifying Party hereunder (a “Third Party Claim”) or demand (ii) sustains any Loss not involving a Third Party Claim or action which such Indemnified Party reasonably believes may give rise to a claim for indemnification from an Indemnifying Party hereunder, such Indemnified Party shall, if a claim in respect thereof is to be made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to under this Agreement (a "Third Party Claim"), Article VIII notify such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware writing of such Third Party Claimclaim, action or Loss, as the case may be; provided, however, that failure to give such notification will notify Indemnifying Party shall not affect the indemnification provided hereunder relieve Indemnifying Party of its indemnity obligation, except to the extent Indemnifying Party is actually prejudiced in its defense of the action by such failure. Any such notification must be in writing and must state in reasonable detail the nature and basis of the claim, action or Loss, to the extent known. Except as provided in this Section 8.6, Indemnifying Party shall have the right to contest, defend, litigate or settle any such Third Party Claim which involves solely monetary damages; provided that the Indemnifying Party shall have been actually prejudiced as a result notified the Indemnified Party in writing of such failure. Thereafter, its intention to do so within 15 days of the Indemnitee will deliver Indemnified Party having given notice of the Third Party Claim to the Indemnifying Party; provided, promptly after that the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to Indemnifying Party shall diligently contest the Third Party Claim. The Indemnified Party shall have the right to participate in, and to be represented by counsel (at its own expense) in any such contest, defense, litigation or settlement conducted by the Indemnifying Party; provided, that the Indemnified Party shall be entitled to reimbursement thereafter if the Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third Party Claim or if representation of the Indemnifying Party and the Indemnified Party by the same counsel would, in the reasonable opinion of such counsel, constitute a conflict of interest that cannot be waived under applicable standards of professional conduct. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the The Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party it shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party ClaimClaim as provided in this Agreement, shall not consent to a settlement of, or the Indemnitee will have entry of any judgment arising from, any such Third Party Claim without the right to participate in prior written consent of the defense thereof and to employ counselIndemnified Party (which consent shall not be unreasonably withheld, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defenseconditioned or delayed). The Indemnifying Party will be liable shall not, without the prior written consent of the Indemnified Party, enter into any compromise or settlement which commits the Indemnified Party to take, or to forbear to take, any action or which does not provide for a complete release by such third party of the fees Indemnified Party. The Indemnified Party shall have the sole and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed exclusive right to assume the defense thereof. If the Indemnifying Party assumes the defense of settle any Third Party Claim, the Indemnifying Party will promptly supply on such terms and conditions as it deems reasonably appropriate, to the Indemnitee copies of all material correspondence and documents relating to or in connection with extent such Third Party Claim and keep involves equitable or other non-monetary relief. All expenses (including attorneys’ fees) incurred by the Indemnitee fully informed of all material developments relating to or Indemnifying Party in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If foregoing shall be paid by the Indemnifying Party. (c) If an Indemnified Party chooses is entitled to defend indemnification against a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's request) the provision to the Indemnifying Party fails to accept a tender of, or assume the defense of, a Third Party Claim pursuant to this Section 8.6 the Indemnifying Party shall not be entitled, and shall lose its right, to contest, defend, litigate and settle such a Third Party Claim, and the Indemnified Party shall have the right, without prejudice to its right of records indemnification hereunder, in its discretion exercised in good faith, to contest, defend and information which are reasonably relevant to litigate such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of may settle such Third Party Claim which either before or after the Indemnifying initiation of litigation, at such time and upon such terms as the Indemnified Party may recommend deems fair and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; providedreasonable, however, provided that the Indemnitee may refuse to agree at least ten (10) days prior to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any written notice of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without intention to settle is given to the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. In order for a Person (athe “Indemnified Party”) If to be entitled to any indemnification provided for under this IP License Agreement in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "“Third Party Claim"”), such Indemnitee will Indemnified Party must notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably promptly possible after becoming aware receipt by such Indemnified Party of such notice of the Third Party Claim; provided, however, that failure to give such notification will 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. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying Partyindemnifying party, promptly within five (5) Business Days after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court filings and related papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim. (b) . If a Third Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will indemnifying party shall be entitled to participate in or the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party indemnifying party and reasonably satisfactory to the IndemniteeIndemnified Party and to settle such suit, action, claim or proceeding in its discretion with a full release of the Indemnified Party and no admission of criminal liability. 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 Section 11. Should the Indemnifying Party indemnifying party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will indemnifying party shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; providedthereof unless the indemnifying party has substantially and materially failed to defend, that if contest or otherwise protest in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying timely manner against Third Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying PartyClaims. If the Indemnifying Party indemnifying party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Partyindemnifying party, it being understood understood, however, that the Indemnifying Party will indemnifying party shall control such defense. The Indemnifying Party will indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnitee Indemnified Party for any period during which the Indemnifying Party indemnifying party has failed to assume not assumed the defense thereof. If the Indemnifying Party assumes the defense of indemnifying party chooses to defend any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will shall cooperate in the defense thereof (or prosecution of such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which Third Party Claim. Such cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnitee will Indemnified Party shall not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's indemnifying party’s prior written consent (consent, which consent will shall not be unreasonably withheld), unreasonably delayed or unreasonably conditioned. (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. In order for a party (athe “Indemnified Party”) If to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand is Claim made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "“Third Party Claim"”), such Indemnitee will Indemnified Party must notify the party responsible for providing indemnification hereunder (the “Indemnifying Party Party”) in writing, and in reasonable detail, of the Third Party Claim reasonably promptly within 10 business days after becoming aware receipt by such Indemnified Party of such written notice of the Third Party Claim (including copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim)); provided, however, that failure to give such notification will 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. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will shall be entitled to participate in or the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and Party; provided that such counsel is not reasonably satisfactory objected to by the IndemniteeIndemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Indemnified Party shall have the right to participate in the defense thereof and to employ counselcounsel (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 will shall control such defense. The Indemnifying Party will shall be liable for the fees and expenses of counsel employed by the Indemnitee Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereofthereof (other than during the period prior to the time the Indemnified Party shall have given notice of the Third Party Claim as provided above) and as otherwise set forth in this Section 10.6. If the Indemnifying Party assumes so elects to assume the defense of any Third Party Claim, the Indemnified Parties shall reasonably cooperate , at the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection Party’s expense, with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which or prosecution thereof. Such cooperation shall include the retention in accordance with this Agreement 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. (c) No . Whether or not the Indemnifying Party will consent to shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any settlementliability with respect to, or settle, compromise or discharge (including the consent to entry of any judgment) of any discharge, such Third Party Claim without the Indemnitee's Indemnifying Party’s prior written consent (which consent will shall not be unreasonably withheld); provided, that if . If the Indemnifying Party assumes shall have assumed the defense of any a Third Party Claim, the Indemnitee will Indemnified Party shall agree to any settlement, compromise or discharge of such a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses the liability in connection with such Third Party Claim, which releases the Indemnifying Party completely in connection with such Third Party Claim and unconditionally which would not otherwise adversely affect the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and irrevocably releases shall be liable for the Indemnitee fees and its Affiliates completely from all Liability expenses of counsel incurred by the Indemnified Party in connection with defending such Third Party Claim; provided) if (i) the Third Party Claim seeks an order, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive injunction or other nonmonetary equitable relief affecting or relief for other than money damages against the Indemnitee or Indemnified Party which the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any of its Affiliates related claim for money damages or (yii) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not if (A) the Indemnifying Party has failed after a reasonable period of time to assume such defense and to employ counsel, or (B) as evidenced by the opinion of counsel, different defenses would be available to the Indemnified Party in such action such that a conflict of interest exists that makes control by the Indemnifying Party not advisable. In such an event, the Indemnified Party shall have assumed be entitled to, with respect to clause (i), assume the defense of a the portion relating to money damages and, with respect to clause (ii), assume the defense of the entire proceeding. The indemnification required by Sections 10.1, 10.2 and 10.3 shall be made by periodic payments of the amount thereof during the course of the investigation, remediation or defense, as and when bills are received or loss, liability, claim, damage or expense is incurred. All Claims under Sections 10.1, 10.2, or 10.3 other than Third Party Claim, the Indemnitee will not (unless required Claims shall be governed by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld)Section 10.7 below. (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. In order for a party (athe “indemnified party”) If a claim or demand is to be entitled to any indemnification from the other party (the “indemnifying party”) provided for under this Agreement in respect of any Loss made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a person, firm, governmental authority or corporation against the indemnified party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "“Third Party Claim"”), such Indemnitee will indemnified party must notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, writing of the Third Party Claim reasonably promptly within fourteen (14) days after becoming aware receipt by such indemnified party of such written notice of the Third Party Claim; provided, however, that failure to give such notification will 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. Thereafter, the Indemnitee will indemnified party shall deliver to the Indemnifying Partyindemnifying party, promptly within five (5) business days after the Indemnitee's indemnified party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party . The indemnifying party will be entitled to participate in or the defense of a Third Party Claim made against an indemnified party and, if it so chooses, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and indemnifying party; provided, with respect to such assumption, (a) such counsel is reasonably satisfactory acceptable to the Indemniteeindemnified party and (b) the indemnifying party first admits in writing its liability to the indemnified party with respect to all material elements of such claim and notifies the indemnified party of its intention to assume such defense within sixty (60) days of receipt of notice of a Third Party Claim. Should the Indemnifying Party indemnifying party so elect to assume the defense of a Third Party Claim, the Indemnifying Party indemnifying party will not be liable to the Indemnitee indemnified party for any legal or other expenses subsequently incurred by the Indemnitee indemnified party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed indemnifying party elects to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee indemnified party (x) will cooperate in all reasonable respects with the indemnifying party in connection with such defense, (y) will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such any Third Party Claim without the Indemnifying Party's indemnifying party’s prior written consent and (which consent z) will not be unreasonably withheld). (d) Any claim on account agree to any settlement, compromise or discharge of Indemnifiable Losses which does not involve a Third Party Claim will be asserted which the indemnifying party may recommend and which by reasonably prompt written notice given by its terms obligates the Indemnitee indemnifying party to pay the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify full amount of the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any such Third Party Claim, such Indemnifying Party will be subrogated to and shall stand which releases the indemnified party completely in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to connection with such Third Party Claim against and which does not obligate the indemnified party to take or forbear to take any claimant or plaintiff asserting action. In the event the indemnifying party shall assume the defense of any Third Party Claim as provided above, the indemnified party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the indemnifying party does not so assume the defense of any such Third Party Claim Claim, the indemnified party may defend the same in such manner as it may deem appropriate; provided, that the indemnified party may not settle such claim or against any other Person. Such Indemnitee will cooperate with litigation on such Indemnifying Party in a reasonable mannerterms as the indemnified party may deem appropriate, and at the cost indemnifying party shall have no obligation to reimburse the indemnified party for such settlement, until after giving notice of same to the indemnifying party and expense the indemnifying party shall have accepted the terms of the settlement set forth therein or failed to object to such settlement terms within thirty (30) days of such Indemnifying Party, in prosecuting any subrogated right or claimnotice.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party Each person to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification indemnified pursuant to this Agreement SECTION 8.1 or SECTION 8.2 (an "INDEMNIFIED PARTY") agrees to give prompt notice (a "Third Party ClaimNOTICE OF THIRD PARTY CLAIM") to the indemnifying party of the assertion of any claim, or the commencement of any suit, action or proceeding, brought against or sought to be collected from such indemnified party (each, a "THIRD PARTY CLAIM"), in respect of which indemnity may be sought by such Indemnitee will indemnified party under SECTION 8.1 or SECTION 8.2; provided that the omission so to promptly notify the Indemnifying Party in writing, and in reasonable detail, of the indemnifying party with respect to a Third Party Claim reasonably promptly after becoming aware brought against or sought to be collected from such indemnified party will not relieve the indemnifying party from any liability which it may have to such indemnified party under SECTION 8.1 or SECTION 8.2 except as otherwise provided in SECTION 8.4 or to the extent that such failure has materially prejudiced such indemnifying party with respect to the defense of such Third Party Claim; provided, however, that failure . If any indemnified party shall seek indemnity under SECTION 8.1 or SECTION 8.2 with respect to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made brought against an Indemniteeor sought to be collected from such indemnified party, the Indemnifying Party will indemnifying party shall be entitled to participate in or therein and, to the extent that it wishes, to assume and direct the defense and settlement thereof with counsel satisfactory to such indemnified party; provided that if any Third Party Claim brought against or sought to be collected from any indemnified party includes a request for injunctive or other equitable relief that, if granted, is reasonably likely to have a Material Adverse Effect or a similar effect on such indemnified party, such indemnified party shall be entitled to control and direct the defense and settlement thereof and in such event the legal and other expenses subsequently incurred by such indemnified party in connection with the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected shall be paid by the Indemnifying Party and reasonably satisfactory indemnifying party. After notice from the indemnifying party to the Indemnitee. Should the Indemnifying Party so elect an indemnified party of its election to assume and direct the defense and settlement of a Third Party ClaimClaim brought against or sought to be collected from such indemnified party which such indemnifying party is entitled to assume and direct under the terms hereof, the Indemnifying Party will indemnifying party shall not be liable to such indemnified party under SECTION 8.1 or SECTION 8.2, as the Indemnitee case may be, for any legal or other expenses subsequently incurred by the Indemnitee such indemnified party in connection with the defense thereofthereof other than reasonable costs of investigation; provided, provided that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party indemnified party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee party if in the reasonable judgment of such party, it is advisable for such party to be represented by separate counsel because the representation of both the indemnified party and the indemnifying party in such matter could present such counsel with a potential conflict of interest and in that such event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by the indemnifying party. Notwithstanding the foregoing provisions of this SECTION 8.3(a), the indemnifying party shall not (A) without the prior written consent of an indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such Indemnifying Party. If indemnified party is, or with reasonable foreseeability, could have been a party and indemnity could have been sought hereunder by such indemnified party for a Third Party Claim brought against or sought to be collected from such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability arising out of such proceeding (provided that, whether or not such a release is required to be obtained, the Indemnifying indemnifying party shall remain liable to such indemnified party in accordance with SECTION 8.1 or SECTION 8.2 in the event that a Third Party assumes the defense Claim is subsequently brought against or sought to be collected from such indemnified party) or (B) be liable for any settlement of any Third Party ClaimClaim brought against or sought to be collected from an indemnified party effected without such indemnifying party's written consent (which shall not be unreasonably withheld), the Indemnitee will have the right to participate in the defense thereof and to employ counselbut if settled with such indemnifying party's written consent, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable or if there is a final judgment for the fees and expenses of counsel employed by the Indemnitee for plaintiff in any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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, such indemnifying party agrees (to the extent stated above) to indemnify the indemnified party from and making employees available on a mutually convenient basis to provide additional information against any loss, liability, claim, damage or expense by reason or such settlement or judgment. The indemnification required by SECTION 8.1 or SECTION 8.2, as the case may be, shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and explanation of any material provided hereunderwhen bills are received or loss, liability, claim, damage or expense is incurred. (cb) No Indemnifying Party will consent to In the event any settlementindemnified party should have a claim (each, compromise a "DIRECT CLAIM") against any indemnifying party under SECTION 8.1 or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, SECTION 8.2 that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will being asserted against or sought to be asserted by reasonably prompt written collected from such indemnified party, the indemnified party shall deliver notice given by the Indemnitee (a "NOTICE OF DIRECT CLAIM") of such claim with reasonable promptness to the Indemnifying Party from whom such indemnification is soughtindemnifying party. The failure by any Indemnitee indemnified party so to notify the Indemnifying Party will indemnifying party shall not relieve the Indemnifying Party indemnifying party from any liability which it may have to such Indemnitee indemnified party under this Agreement, SECTION 8.1 or SECTION 8.2 except as otherwise provided in SECTION 8.4 or to the extent that the Indemnifying Party shall have indemnifying party demonstrates that it has been actually materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party, within 30 calendar days following its receipt of a Notice of Direct Claim, that the indemnifying party disputes its liability to the indemnified party under SECTION 8.1 or SECTION 8.2, as the case may be, such claim specified by the indemnified party in such Notice of Direct Claim will be conclusively deemed a liability of the indemnifying party under SECTION 8.1 or SECTION 8.2, as the case may be, and the indemnifying party shall pay the amount of such liability to the indemnified party on demand, or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. (ec) In If the event indemnifying party has timely disputed its liability with respect to a Third Party Claim or a Direct Claim, the indemnifying party and the indemnified party agree to proceed in good faith to negotiate a resolution of payment such dispute and, if not resolved through negotiations, such dispute will be resolved by arbitration held in full Denver, Colorado in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA") then in effect unless the parties mutually agree otherwise. Notice of the demand for arbitration shall be filed in writing by the indemnified party with the indemnifying party and with the AAA and shall be made within a reasonable time after the dispute has arisen. Within 30 days after the date the arbitration notice is filed with the AAA, the indemnified party and the indemnifying party shall select one person to act as arbitrator. If the parties are unable to agree upon an Indemnifying Party arbitrator within 10 days, the arbitrator shall be selected by the AAA within 30 days thereafter. The arbitrator shall be independent and impartial. The arbitrator shall promptly schedule all discovery and the other steps to be taken in resolution of any Indemnitee controversy, dispute or claim and otherwise assume sufficient initiative and control to effect the sufficient and expeditious resolution of the dispute. The award rendered by the arbitrator shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Any liability that the indemnifying party agrees to assume, or that is determined by the arbitrator to be a liability of the indemnifying party under SECTION 8.1 or SECTION 8.2 will be conclusively deemed a liability of the indemnifying party. Except by written consent of the Person sought to be joined, no arbitration arising out of or relating to this Agreement shall include, by consolidation, joinder or in any other manner, any Person not a party to, or otherwise bound by, this Agreement. The provisions of this Agreement to arbitrate and any other written agreement to arbitrate referred to herein shall be specifically enforceable under the prevailing arbitration law. Each party hereto expressly consents to, and waives any future objection to, such forum and arbitration rules. (d) If Demeter or Phemus is obligated to indemnify AIMCO or any of its Representatives under this ARTICLE VIII, Demeter or Phemus, as the case may be, will succeed to, and stand in place of NHP or AIMCO in respect of any, similar claims or causes of action of NHP or AIMCO may have against third parties in connection with any Third Party Claimmatter for which Demeter or Phemus is obligated to indemnify AIMCO or any of its Representatives, but only to the extent that Demeter or Phemus, as the case may be, has indemnified AIMCO or any of its Representatives for such Indemnifying Party will be subrogated to and matter. In such event, AIMCO shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party Demeter and Phemus in a reasonable manner, and at the cost and expense of such Indemnifying PartyDemeter or Phemus, as the case may be, in prosecuting any such subrogated right or claim, including without limitation, signing claims or bringing actions in the name of NHP or AIMCO. (e) Each of AIMCO and its Representatives may give notice of a claim under the Escrow Agreement in an amount equal to any amount for which it may be entitled to indemnification under this ARTICLE VIII upon notice to Capricorn specifying in reasonable detail the basis for such claim. Neither the giving of any such notice, nor the failure to give any such notice, of a claim under the Escrow Agreement will constitute an election of remedies or limit AIMCO or any of its Representatives in any manner in the enforcement of any other remedies that may be available to it.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an IndemniteeIndemnified Party, or an Indemnitee Indemnified Party shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee Indemnified Party will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee Indemnified Party will deliver to the Indemnifying Party, promptly after the IndemniteeIndemnified Party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the IndemniteeIndemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, however, that if in the IndemniteeIndemnified Party's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee Indemnified Party will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee Indemnified Party and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees Indemnified Parties similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the reasonable fees and expenses of counsel employed by the Indemnitee Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee Indemnified Party copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee Indemnified Party fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee Indemnified Party on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto Parties will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the IndemniteeIndemnified Party's prior written consent (which consent will not be unreasonably withheld); provided, however, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses Damages in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee Indemnified Party and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee Indemnified Party may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary non-monetary relief affecting the Indemnitee Indemnified Party or any of its Affiliates or (y) that, in the reasonable opinion of the IndemniteeIndemnified Party, would otherwise materially adversely affect the Indemnitee Indemnified Party or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee Indemnified Party will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses Damages which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee Indemnified Party to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee Indemnified Party to so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee Indemnified Party under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee Indemnified Party in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee Indemnified Party as to any events or circumstances in respect of which such Indemnitee Indemnified Party may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee Indemnified Party will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If a any Indemnified Person receives written notice of the commencement of any Action or Proceeding or the assertion of any claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any third Person who is not against such Indemnified Person (a party “Third-Party Claim”) and such Indemnified Person intends to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification seek indemnity pursuant to this Agreement (a "Third Party Claim")Article 6, then such Indemnitee will notify Indemnified Person shall provide the Indemnifying Person with a Claim Notice regarding the Third-Party in writing, Claim promptly and in reasonable detail, any event within twenty (20) Business Days after receipt by such Indemnified Person of written notice of the Third Party Claim reasonably promptly after becoming aware of such Third Third-Party Claim; provided, however, that failure to give such notification will shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party Person shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third any Third-Party Claim is made involves a claim by a third party against an IndemniteeIndemnified Person, the Indemnifying Person may, within ten (10) calendar days after receipt of notice of such Third-Party will be entitled Claim and upon notice to participate in or to assume the defense thereof (in either caseIndemnified Person, at the expense of the Indemnifying Party) assume, with counsel selected by the Indemnifying Party Person and reasonably satisfactory to the Indemnitee. Should Indemnified Person, at the sole cost and expense of the Indemnifying Party so elect to assume the defense of a Third Party ClaimPerson, the Indemnifying Party will not be liable to the Indemnitee for any legal settlement or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that the Indemnifying Person may not assume such settlement or defense (i) unless the Indemnifying Person acknowledges its obligation to indemnify the Indemnified Person for any Losses resulting from such Third-Party Claim, (ii) if the outcome of any judgment or settlement in the Indemnitee's reasonable judgment a conflict matter could materially adversely affect the business of interest exists in respect of such claim the Purchaser Indemnified Persons, or the Companies, (iii) if the Third-Party Claim was brought by a Government Entity or involves a “qui tam” claim, or (iv) if the Third-Party Claim involves claims for specific performance or other equitable relief as its primary source of relief, and provided, further, that the Indemnified Person may participate at the cost and expense of the Indemnified Person in such settlement or defense through counsel chosen by it. Notwithstanding the foregoing, if the Third-Party Claim with respect to a breach of the representations and warranties contained in Section 4.9 or the covenants contained in Section 5.4 relates to any Tax period ending after the Closing Date, then no Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more Person other than one separate counsel for all Indemnitees similarly situated) Purchaser shall be paid by such Indemnifying Party. If the Indemnifying Party assumes entitled to assume and control the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Third-Party Claim; provided, however, that if the Indemnitee Indemnifying Person is precluded by this sentence from assuming and controlling the defense of a Third-Party Claim, the Indemnifying Person may refuse participate in the defense and settlements of such claim through counsel chosen by it at its sole cost and expense. Notwithstanding the foregoing, (i) the Indemnified Person may, at the sole cost and expense of the Indemnified Person, at any time prior to agree the Indemnified Person’s delivery of the Third-Party Claim pursuant to Section 6.5(a), file any motion, answer or other pleadings or take any other action that the Indemnified Person reasonably believes to be necessary or appropriate to protect its interests, (ii) the Indemnified Person may take over the control of the defense or settlement of a Third-Party Claim at any time if it irrevocably waives its right to indemnity under this Article 6 with respect to such claim and (iii) unless and until the Indemnifying Person acknowledges its obligation to indemnify the Indemnified Person for all Losses resulting from such Third-Party Claim, the Indemnifying Person may not, without the consent of the Indemnified Person, settle or compromise any Third-Party Claim or consent to the entry of any judgment with respect to any Third-Party Claim, such settlementconsent not to be unreasonably withheld, compromise conditioned, or discharge delayed. So long as the Indemnifying Person is contesting any such claim in good faith, the Indemnified Person shall not pay or settle any such claim without the Indemnifying Person’s consent, such consent not to be unreasonably withheld, conditioned, or delayed. (xc) that provides If the Indemnifying Person validly elects to assume and control the defense of a Third-Party Claim, then: (i) the Indemnifying Person will not be liable for injunctive any settlement of such Third-Party Claim effected without its consent, which consent will not unreasonably be withheld, conditioned, or delayed, (ii) the Indemnifying Person may settle such Third-Party Claim without the consent of the Indemnified Person if (A) all monetary damages payable in respect of the Third-Party Claim are paid by the Indemnifying Person, (B) the Indemnified Person receives a full, complete, and unconditional release in respect of the Third-Party Claim without any admission or finding of obligation, Liability, fault, or guilt (criminal or otherwise) with respect to the Third-Party Claim, and (C) no injunctive, extraordinary, equitable, or other nonmonetary relief affecting of any kind is imposed on the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee Indemnified Person or any of its Affiliates. Whether or not , (iii) the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, Person may otherwise settle such Third Third-Party Claim without only with the Indemnifying Party's prior written consent (of the Indemnified Person, which consent will not unreasonably be unreasonably withheld), conditioned, or delayed, and (iv) the Indemnified Person may employ separate counsel and participate in the defense thereof, but the Indemnified Person will be responsible for the fees and expenses of such counsel, provided, however that if the Indemnified Party reasonably concludes that the Indemnified Party has conflicting interests or different defenses available to it than the Indemnifying Party with respect to such Third-Party Claim, then the Indemnified Party may employ separate counsel and participate in the defense thereof and the fees and expenses of such counsel shall be the obligation of the Indemnifying Party. (d) Any claim on account of Indemnifiable Losses which If the Indemnifying Person does not involve validly elect to assume and control the defense of a Third Third-Party Claim will or is otherwise precluded from assuming and controlling the defense hereunder, then the Indemnified Person shall assume the exclusive right to defend, compromise, or settle such Third-Party Claim. Any defense costs required to be asserted by reasonably prompt written notice given paid by the Indemnitee Indemnifying Person to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this AgreementIndemnified Person shall be paid as incurred, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failurepromptly against delivery of invoices therefor. (e) In Each Indemnified Person shall use commercially reasonable efforts, and shall cause its Affiliates and Agents to use commercially reasonable efforts, to provide the event of payment in full Indemnifying Person with such assistance (without charge) as may reasonably be requested by an the Indemnifying Party to any Indemnitee Person in connection with any Third Party Claimindemnification or defense provided for in this Agreement, including, without limitation, providing the Indemnifying Person with such information, documents, records, and reasonable access to the services of and consultations with such personnel of the Indemnified Person or its Affiliates as the Indemnifying Party will be subrogated to and shall stand in Person deems necessary (provided that such access must not unreasonably interfere with the place performance of the duties performed by or responsibilities of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimpersonnel).

Procedures Relating to Indemnification. (a) If In order for a Purchaser Indemnified Party or a Seller Indemnified Party (in each case, as applicable, the “Indemnified Party”) to be entitled to any indemnification pursuant to this Article X in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "“Third Party Claim"”), such Indemnitee will Indemnified Party must notify the Person from which such Indemnified Party is claiming indemnification (the “Indemnifying Party Party”) in writing, writing of (and in reasonable detail, of detail regarding) the Third Party Claim reasonably promptly promptly, and in any event within 10 Business Days, after becoming aware receipt by such Indemnified Party of such notice of the Third Party Claim; provided, however, that failure to give such notification will shall not affect the indemnification provided hereunder under this Agreement except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying PartyParty promptly, promptly and in any event within 10 Business Days, after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will shall be entitled to participate in or to assume the defense thereof (in either caseand, at if it so chooses, to assume and control the expense of the Indemnifying Party) defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the IndemniteeParty. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Partyexcept as provided below. If the Indemnifying Party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, expense counsel not reasonably objected to by the Indemnifying Party separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will shall control such defensedefense and shall be empowered to make any settlement with respect to such Third Party Claim, subject to the terms of this Section 10.05(b). The Indemnifying Party will shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee Indemnified Party for any period during which the Indemnifying Party has failed to assume not assumed the defense thereof. If the Indemnifying Party assumes the defense of chooses to defend or prosecute any Third Party Claim, all the Indemnifying Party will promptly supply Parties hereto shall cooperate and shall cause their Affiliates to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof or prosecution (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which or settlement) thereof. Such cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's ’s request) the provision to the Indemnifying Party of records and information which that are reasonably relevant to such Third Party ClaimClaim (subject to the Indemnifying Party’s agreement to appropriate confidentiality undertakings), and making employees available on a mutually convenient any basis reasonably requested by the Indemnifying Party to provide additional information and explanation of any material provided hereunder. (c) No Indemnifying Party will consent hereunder or otherwise relating to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed assumes the defense of a Third Party Claim, the Indemnitee will Indemnified Party shall not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's ’s prior written consent (which consent will shall not be unreasonably withheld) unless the Indemnified Party irrevocably waives its right to indemnification under this Article X with respect to such Third Party Claim. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such Third Party Claim that the Indemnifying Party may recommend and that by its terms (or pursuant to a binding commitment of the Indemnifying Party) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim; provided, however, that such settlement, compromise or discharge (i) requires only payment of monetary damages by the Indemnified Party and (ii) provides for an unconditional release of the Indemnified Party in respect of such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if: (x) the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages; (y) the Indemnifying Party is also a party to such Third Party Claim, and in the opinion of the Indemnified Party’s outside counsel, a conflict exists between the Indemnifying Party and the Indemnified Party (or there are defenses available to the Indemnified Party that are unavailable to the Indemnifying Party); or (z) the Indemnified Party is the only Person with actual or potential liability with respect to the Third Party Claim and the Indemnified Party irrevocably waives its right to indemnification under this Article X with respect to such Third Party Claim. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. (dc) Any In the event any Indemnified Party should have an indemnification claim on account of Indemnifiable Losses which against any Indemnifying Party under this Article X that does not involve a Third Party Claim will being asserted against or sought to be asserted by reasonably prompt written collected from such Indemnified Party, the Indemnified Party shall deliver notice given by the Indemnitee of such claim with reasonable promptness to the Indemnifying Party from whom such indemnification is soughtParty. The failure by any Indemnitee Indemnified Party to so to notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability which that it may have to such Indemnitee under this AgreementIndemnified Party, except to the extent that the Indemnifying Party shall have has been actually prejudiced by such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved within 60 days through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. The determination of such court shall be subject to the exclusive jurisdiction and other provisions set forth in Article II of Annex 1 hereto. (ed) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to Seller and Purchaser shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with each other with respect to resolving any claim or liability with respect to which any Party is obligated to indemnify the other Party hereunder or an Affiliate thereof, including by making commercially reasonable efforts to mitigate or resolve any such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right claim or claimliability.

Procedures Relating to Indemnification. (ai) If Any Party seeking indemnification under this Section 9.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined that has given or could reasonably be expected to give rise to a claim or demand is made against an Indemniteeright of indemnification under this Agreement, or an Indemnitee shall otherwise learn stating in reasonable detail the nature of an assertionthe claim, by any Person who is not and containing a party reference to the provisions of this Agreement (in respect of which such right of indemnification is claimed or an Affiliate thereof) as arises; provided, however, that the failure to which an provide such notice shall not release the Indemnifying Party may be obligated from any of its obligations under this Section 9.2 except to provide the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification pursuant to this Agreement (sought by an Indemnified Party from the Indemnifying Party that does not involve a "Third Party Claim"), such Indemnitee will notify if the Indemnifying Party in writing, and in reasonable detail, does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim reasonably promptly Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after becoming aware delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 10.3. (ii) If an Indemnified Party shall receive notice of any Legal Proceeding, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Section 9.2, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to give provide such notification will notice shall not affect release the indemnification provided hereunder Indemnifying Party from any of its obligations under this Section 9.2 except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall have been actually prejudiced as a result be entitled to assume and control the defense of such failure. ThereafterThird Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the Indemnitee will deliver judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, promptly after then the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Indemnified Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will shall be entitled to participate retain its own counsel in or to assume each jurisdiction for which the defense thereof (in either caseIndemnified Party determines counsel is required, at the expense of the Indemnifying Party) . In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with counsel selected the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume is, directly or indirectly, conducting the defense of a against any such Third Party Claim, the Indemnifying Party will not be liable shall cooperate with the Indemnified Party in such defense and make available to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party’s expense, it being understood that all such witnesses, records, materials and information in the Indemnifying Party will Party’s possession or under the Indemnifying Party’s control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed relating thereto as is reasonably required by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereofIndemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with No such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If may be settled by the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Indemnified Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If In order for an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement Indemnitee against the Indemnitee (a "Third Party Claim"), such Indemnitee will must notify the Indemnifying Party party who may become obligated to provide indemnification hereunder (the "indemnifying party") in writing, and in reasonable detail, of the Third Party Claim reasonably promptly promptly, and in any event within 20 business days after becoming aware receipt by such Indemnitee of such written notice of the Third Party Claim; provided, however, that failure to give such notification will 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; provided further, however, that with respect to any matter for which any GBC Indemnitor is the indemnifying party, such GBC Indemnitor shall be deemed to have received notice with respect to all matters by or against any Retained Company that arose prior to, or were otherwise pending at, the Effective Time. ThereafterAfter any required notification (if applicable), the Indemnitee will shall deliver to the Indemnifying Partyindemnifying party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party indemnifying party will be entitled to participate in or the defense thereof and, if it so chooses, to assume the defense thereof (in either case, at the expense of the Indemnifying Partyindemnifying party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.the

Procedures Relating to Indemnification. (ai) Any Party seeking indemnification under this Section 6.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 6.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.3. (ii) If a claim an Indemnified Party shall receive notice of any Legal Proceeding, claim, audit, demand or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, assessment by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (each, a "“Third Party Claim")”) against it or which may give rise to a claim for Loss under this Section 6.2, within thirty (30) days of the receipt of such Indemnitee will notify notice, the Indemnified Party shall give the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware notice of such Third Party Claim; provided, however, that the failure to give provide such notification will notice shall not affect release the indemnification provided hereunder Indemnifying Party from any of its obligations under this Section 6.2 except to the extent that the Indemnifying Party shall have been actually is materially prejudiced as a result of by such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes acknowledges in writing its obligation to indemnify the defense of Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnitee will Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice reasonably satisfactory to the Indemnified Party if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party, and the Indemnified Party shall have the right to participate in the defense thereof of such Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to employ counselrepresent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at its own the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in all reasonable respects in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, separate from all witnesses, pertinent records, materials and information in the counsel employed Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, it being understood that in the Indemnifying event the Indemnified Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume is, directly or indirectly, conducting the defense thereof. If the Indemnifying Party assumes the defense of against any such Third Party Claim, the Indemnifying Party will promptly supply shall cooperate with the Indemnified Party in all reasonable respects in such defense and make available to the Indemnitee copies of Indemnified Party, at the Indemnifying Party’s expense, all material correspondence such witnesses, records, materials and documents information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating to or in connection with thereto as is reasonably required by the Indemnified Party. No such Third Party Claim and keep may be settled by the Indemnitee fully informed Indemnifying Party without the prior written consent of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof)Indemnified Party. If the Indemnifying Party chooses does not assume the defense of a Third-Party Claim in the manner and within the period provided in this Section 6.2(d)(ii), or if the Indemnifying Party fails to defend take reasonable steps necessary to diligently conduct the defense of a Third Third-Party ClaimClaim within five (5) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the parties hereto will cooperate in Indemnified Party may conduct the defense thereof (such cooperation to be of the Third-Party Claim at the expense, including reasonable legal fees and expenses, expense of the Indemnifying Party)Party and seek indemnification for any and all Losses based upon, which cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information which are reasonably relevant arising from or relating 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes shall be bound by any determination resulting from such Third-Party Claim or any compromise or settlement effected by the Indemnified Party. Notwithstanding anything to the contrary in this Section 6.2, unless requested by the Indemnified Party, the Indemnifying Party shall not have the right to defend or direct the defense of any Third Party ClaimClaim that seeks an injunction or other equitable relief against the Indemnified Party. (iii) Any Indemnified Party and any Indemnifying Party, as the Indemnitee will agree to case may be, shall keep the other Person fully informed of the status of any settlement, compromise or discharge of such Third Third-Party Claim which and any related Proceeding at all stages thereof where such Person is not represented by its own counsel. (iv) Once a Loss is agreed to by the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party or finally adjudicated to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; providedbe payable pursuant to this Section 6.2, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claimindemnify, the Indemnitee will not pay or reimburse such Loss within fifteen (unless required by law15) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place days of such Indemnitee as to any events agreement or circumstances in respect final, non-appealable adjudication by wire transfer of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimimmediately available funds.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly (and in any event within 20 business days) after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurefailure (except that the Indemnifying Party will not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including including, without limitation, court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; providedprovided that, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereofthereof (other than during any period in which the Indemnitee shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including including, without limitation, providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including including, without limitation, reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which that the Indemnifying Party may recommend and which that by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its AffiliatesIndemnitee. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which that does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which that it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. Any notice pursuant to this Section 4.5(d) will contain a statement, in prominent and conspicuous type, that if the Indemnifying Party does not dispute its liability to the Indemnitee with respect to the claim made in such notice by notice to the Indemnitee prior to the expiration of a 30-calendar-day period following the Indemnifying Party's receipt of the second notice of such claim, the claim shall be conclusively deemed a liability of the Indemnifying Party. If the Indemnitee has provided the Indemnifying Party two such notices not less than 30 days apart and the Indemnifying Party does not notify the Indemnitee prior to the expiration of a 30-calendar-day period following its receipt of the second such notice that the Indemnifying Party disputes its liability to the Indemnitee under this Agreement, such claim specified by the Indemnitee in such notice will be conclusively deemed a liability of the Indemnifying Party under this Agreement and the Indemnifying Party will pay the amount of such liability to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the Indemnifying Party and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations by the 120th day after notice of such claim was given to the Indemnifying Party, the Indemnifying Party and the Indemnitee will be free to pursue such remedies as may be available to such parties under this Agreement or under applicable law. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If In order -------------------------------------- for any Indemnified Party, to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or resulting from a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will ----------------- Indemnified Party must notify the Indemnifying Party Global in writing, writing (and in reasonable detail, ) of the Third Party Claim reasonably promptly after becoming aware (but in no event more than 30 days) following receipt by such Indemnified Party of such notice of the Third Party Claim; provided, however, that . The failure to give so notify shall not relieve Global of any liability they may have to such notification will Indemnified Party if such failure does not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurematerially prejudice Global. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying PartyGlobal, promptly after following the IndemniteeIndemnified Party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will Global shall be entitled to participate in or the defense thereof and, if it so chooses, to assume the defense thereof (in either case, at the Global's expense of the Indemnifying Party) with counsel selected by Global; provided, however, that such counsel is not reasonably objected to by -------- ------- the Indemnifying Party and reasonably satisfactory to the IndemniteeIndemnified Party. Should the Indemnifying Party Global so elect to assume the defense of a Third Party Claim, the Indemnifying Party will Global shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided. If Global assumes such defense, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Indemnified Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counselcounsel (not reasonably objected to by Global), at its own expense, separate from the counsel employed by the Indemnifying Party, Global (it being understood that the Indemnifying Party will Global shall control such defense). The Indemnifying Indemnified Party will shall be liable entitled to reimbursement for all costs, fees and expenses (including the fees and expenses of counsel employed by the Indemnitee Indemnified Party) for any period during which Global has not assumed the Indemnifying defense thereof (other than during any period in which the Indemnified Party has shall have failed to assume give notice of the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereofprovided above). If the Indemnifying Party Global chooses to defend or prosecute a Third Party Claim, all the parties hereto will Indemnified Parties shall cooperate fully in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which or prosecution thereof. Such cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying PartyGlobal's request) the provision to the Indemnifying Party Global of records and information which that are reasonably requested by Global or that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis during normal business hours to provide additional information and explanation of any material provided hereunder. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed Global assumes the defense of a Third Party Claim, (x) the Indemnitee will Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim without Global's prior written consent (unless required by lawwhich consent shall not be unreasonably withheld) and (y) Global shall not, without the Indemnified Party's prior written consent, admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent basis that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand would result in the place imposition of such Indemnitee as to a judgment that would restrict the future activity or conduct of the Indemnified Party or any events subsidiary or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimaffiliate thereof.

Procedures Relating to Indemnification. (a) If In order for 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 is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying person against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will Indemnified Party must notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly within 10 business days after becoming aware receipt by such Indemnified Party of such written notice of the Third Party Claim; provided, however, that failure to give such notification will 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. Thereafter, failure (except that the Indemnitee will deliver indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claimgive such notice). (b) If a Third Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will indemnifying party shall be entitled to participate in or the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and indemnifying party; provided that such counsel is not reasonably satisfactory objected to by the IndemniteeIndemnified Party. Should the Indemnifying Party indemnifying party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will indemnifying party shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party indemnifying party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Indemnified Party shall have the right to participate in the defense thereof and to employ counselcounsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the Indemnifying Partyindemnifying party, it being understood that the Indemnifying Party will indemnifying party shall control such defense. The Indemnifying Party will be liable for . (c) If the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed indemnifying party so elects to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, all of the Indemnifying Party will promptly supply to indemnified parties shall cooperate with the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate indemnifying party in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliatesprosecution thereof. Whether or not the Indemnifying Party indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnitee will Indemnified Party shall not (unless required by law) 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 will shall not be unreasonably withheld). (d) Any claim on account . If the indemnifying party shall have assumed the defense of Indemnifiable Losses which does not involve a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim will be asserted which the indemnifying party may recommend and which by reasonably prompt written notice given by its terms obligates the Indemnitee indemnifying party to pay the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify full amount of the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting and which releases the Indemnified Party completely in connection with such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimClaim.

Procedures Relating to Indemnification. (a) If an Indemnified Party shall desire to assert any claim for indemnification provided for under this Article VII in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not (other than a party to this Agreement (hereto or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third “Third-Party Claim"”), such Indemnitee will Indemnified Party shall notify the party liable for such indemnification (the “Indemnifying Party Party”) in writing, and in reasonable detaildetail (taking into account the information then available to such Indemnified Party), of the Third Third-Party Claim reasonably promptly after becoming aware receipt by such Indemnified Party of such Third written notice of the Third-Party Claim; provided, however, that failure to give such notification will 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. Thereafter, the Indemnitee will The Indemnified Party shall deliver to the Indemnifying Party, promptly after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Third-Party Claim; provided, however, that the 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. (b) If a Third Third-Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will shall be entitled to participate in or the defense thereof and, if it so chooses to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the IndemniteeIndemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Third-Party Claim, the Indemnifying Party will shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in unless the Indemnitee's reasonable judgment a conflict Third-Party Claim involves potential conflicts of interest exists in respect of such claim or if substantially different defenses for the Indemnified Party and the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have based on the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses advice of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Partycounsel. If the Indemnifying Party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expenseexpense (except as provided in the immediately preceding sentence), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will shall control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third any Third-Party Claim, all the parties hereto will shall cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which or prosecution thereof. Such cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's ’s request) the provision to the Indemnifying Party of records and information which that are reasonably relevant to such Third Third-Party Claim, and making use reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Third-Party Claim, the Indemnitee will Indemnified Party shall not (unless required by law) 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 will shall not be unreasonably withheld). The Indemnifying Party may pay, settle or compromise a Third-Party Claim without the written consent of the Indemnified Party, so long as such settlement includes (A) an unconditional release of the Indemnified Party from all liability in respect of such Third-Party Claim, (B) does not subject the Indemnified Party to any injunctive relief or other equitable remedy and (C) does not include a statement or admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. (dc) Any If an Indemnified Party shall desire to assert any claim on account for indemnification provided for under this Article VII other than a claim in respect of, arising out of Indemnifiable Losses which does not involve or involving a Third Third-Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Claim, such Indemnified Party from whom such indemnification is sought. The failure by any Indemnitee so to shall notify the Indemnifying Party will not relieve in writing, and in reasonable detail (taking into account the Indemnifying Party from any liability which it may have information then available to such Indemnitee under this AgreementIndemnified Party), of such claim promptly after becoming aware of the existence of such claim; provided that the failure to give such notification shall not affect the indemnification provided for hereunder except to the extent that the Indemnifying Party shall have been actually prejudiced by as a result of such failure. (e) In . If the event of payment in full by an Indemnifying Party does not respond to any Indemnitee in connection with any Third Party Claimsuch notice within 45 days after its receipt, such Indemnifying Party will be subrogated it shall have no further right to and shall stand in contest the place validity of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (ai) If Any Party seeking indemnification under this Section 7.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn right of an assertion, by any Person who is not a party to indemnification under this Agreement (stating in reasonable detail the nature of the claim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or an Affiliate thereof) as arises; provided, however, that the failure to which an provide such notice shall not release the Indemnifying Party may be obligated from any of its obligations under this Section 7.2 except to provide the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification pursuant to this Agreement (sought by an Indemnified Party from the Indemnifying Party that does not involve a "Third Party Claim"), such Indemnitee will notify if the Indemnifying Party in writing, and in reasonable detail, does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim reasonably promptly Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after becoming aware delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 8.3. (ii) If an Indemnified Party shall receive notice of any Legal Proceeding, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Section 7.2, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to give provide such notification will notice 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. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve release the Indemnifying Party from any liability which it may have to such Indemnitee of its obligations under this Agreement, Section 7.2 except to the extent that the Indemnifying Party shall have been actually is materially prejudiced by such failure. (e) In . If the event of payment in full by an Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Indemnitee in connection with any Losses that may result from such Third Party Claim, such then the Indemnifying Party will shall be subrogated entitled to assume and shall stand in control the place defense of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will as provided above, the Indemnified Party shall cooperate with such the Indemnifying Party in a reasonable manner, such defense and at make available to the cost and expense of such Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in prosecuting the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any subrogated right such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or claimunder the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Procedures Relating to Indemnification. (a) If In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third “Third-Party Claim"”), such Indemnitee will Indemnified Party must notify the indemnifying party (the “Indemnifying Party Party”) in writing, and in reasonable detail, of the Third Third-Party Claim as promptly as reasonably promptly possible after becoming aware receipt by such Indemnified Party of such Third notice of the Third-Party Claim; provided, however, provided that failure to give such notification will 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. Thereafter, the Indemnitee will Indemnified Party shall promptly deliver to the Indemnifying Party, promptly Party after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Third-Party Claim; provided that failure to deliver such 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; and, provided further that if the Indemnifying Party shall have denied its indemnification obligation hereunder, the Indemnified Party shall have no obligation to deliver such notices and documents promptly; provided, however, that the Indemnified Party shall deliver any notices or documents as reasonably requested by the Indemnifying Party thereafter. (b) If a Third Third-Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will shall be entitled to participate in or the defense thereof and, if it acknowledges in writing its obligation to indemnify the Indemnified Party, subject to the limitations on any claims contained in this Article IX, within thirty (30) days of its receipt of notice from the Indemnified Party of such Third-Party Claim, the Indemnifying Party may assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the IndemniteeIndemnified Party. To so assume the defense thereof, the Indemnifying Party must notify the Indemnified Party in writing within such thirty (30) days that the Indemnifying Party will indemnify the Indemnified Party with respect to such Third-Party Claim as provided in this Article IX subject to the limitations on any claims contained in this Article IX. The Indemnifying Party shall lose its right to defend or litigate the Third-Party Claim if it fails to diligently defend or litigate such Third-Party Claim. Should the an Indemnifying Party so elect to assume the defense of a Third Third-Party Claim, and so long as the Indemnifying Party has not lost its right to defend or litigate such Third-Party Claim, the Indemnifying Party will shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood understood, however, that the Indemnifying Party will shall control such defense. The Indemnifying , and in its discretion exercised in reasonable, good faith and upon advice of counsel, may settle such Third-Party will Claim either before or after the initiation of litigation at such time and upon such terms as it deems fair and reasonable subject to the written consent of the Indemnified Party, which consent shall not be liable for unreasonably witheld, conditioned or delayed; provided, that the fees Indemnifed Party may deny, condition, delay or otherwise withhold its consent in the Indemnified Party’s sole and expenses of counsel employed absolute discretion, if such proposed settlement (i) does not include as an unconditional term thereof the giving by the Indemnitee for Person or Persons asserting such Third-Party Claim to such Indemnified Party of an unconditional release from all Liability with respect to such Third-Party Claim or consent to entry of any period during which judgment, (ii) requires the Indemnifying Indemnified Party has failed to assume take, or refrain from taking, any action, or pay any amounts without such Indemnified Party’s express prior written consent, (iii) imposes equitable remedies or any obligation on the defense Indemnified Parties, or (iv) involves a finding or admission of wrongdoing by the Indemnified Party and (A) if the Indemnified Party is a Buyer Indemnitee, then by Buyer or any Affiliate thereof, or (B) if the Indemnified Party is a Seller Indemnitee, then by Seller or any Affiliate thereof. If Notwithstanding any provision in this Agreement to the contrary, if the Indemnifying Party assumes the defense of any Third a Third-Party Claim, all attorneys’ fees and other expenses incurred by the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with so defending such Third Party Claim and keep shall be paid by the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof)Indemnifying Party. If the Indemnifying Party chooses to defend a Third any Third-Party Claim, all the parties hereto will shall cooperate in the defense thereof (or prosecution of such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which Third-Party Claim. Such cooperation shall include the retention in accordance with this Agreement 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 and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party Seller shall have assumed the defense of a Third Third-Party Claim, the Indemnitee will not (unless required by law) neither Buyer nor any of its Affiliates shall admit any liability with respect to, or settle, compromise or discharge, such any Third Party Claim without the Indemnifying Party's prior written consent (of Seller, which consent will shall not be unreasonably withheld, conditioned or delayed. If there shall be any conflicts between this Section 9.05(b) and Section 9.09(g) (relating to Tax Claims), the provisions of Section 9.09(g) shall control with respect to Tax Claims and this Section 9.05(b) shall not apply to any Covered Tax. (dc) Any claim on Notwithstanding anything contained in this Section 9.05 or in Section 9.09 to the contrary, Seller, as the Indemnifying Party, shall not be entitled to assume any defense of a Third-Party Claim or Tax Claim hereunder unless (i) the Indemnified Party and Seller reasonably and in good faith determine that, based upon the totality of the facts and circumstances in which such Third-Party Claim or Tax Claim has been made, the balance of the Indemnity Escrow Amount in the Indemnity Escrow Account (taking into account of Indemnifiable all pending indemnification claims) is sufficient to satisfy the Indemnified Party’s Losses which associated with respect to such Third-Party Claim or Tax Claim and (ii) the Third-Party Claim or Tax Claim involves only money damages and does not involve seek an injunction or other equitable relief. In addition, an Indemnifying Party shall not be entitled to assume or continue any defense of a Third Third-Party Claim will be asserted by reasonably prompt written notice given by or Tax Claim hereunder if (A) the Indemnitee claim for indemnification is with respect to a criminal proceeding, action, indictment, allegation or investigation or (B) a conflict of interest exists or develops between the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify and the Indemnifying Indemnified Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except with respect to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Third-Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimTax Claim.

Procedures Relating to Indemnification. A party (athe "indemnified -------------------------------------- party") If seeking indemnification under Section 8.1 or 8.2 in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a person, firm, governmental authority or corporation against the indemnified party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will ) shall notify the Indemnifying Party indemnifying party in writing, and in reasonable detail, writing of the Third Party Claim reasonably promptly within 20 days after becoming aware receipt by the indemnified party of such written notice of the Third Party Claim; provided, however, that failure to give such notification will shall not affect the indemnification provided hereunder under this Article, except to the extent the Indemnifying Party indemnifying party shall actually have been actually materially prejudiced as a result of such by the failure. Thereafter, the Indemnitee will indemnified party shall deliver to the Indemnifying Partyindemnifying party, promptly after the Indemniteeindemnified party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Party Claim. (b) . If a Third Party Claim is made against an Indemniteeindemnified party, the Indemnifying Party will indemnifying party shall be entitled to participate in or the defense of the claim and, if it so chooses, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemniteeindemnifying party. Should the Indemnifying Party indemnifying party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will indemnifying party shall not be liable to the Indemnitee indemnified party for any legal or other expenses expense subsequently incurred by the Indemnitee indemnified party in connection with the defense thereof; providedof the claim, that if in unless the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with named parties to any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party shall have been advised by its counsel that representation of both such parties by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential conflicts of interest between them (in which case the Indemnitee on request updates indemnifying party shall be required to pay the fees and summaries as to expenses of separate counsel for the status thereofindemnified party). If the Indemnifying Party chooses With respect to defend a all Third Party ClaimClaims, the parties hereto will indemnified party shall cooperate in all reasonable respects with the indemnifying party in connection with such claims and the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, or compromise of the Indemnifying Party), which claims. Such cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Partyindemnifying party's reasonable request) the provision to the Indemnifying Party indemnifying party of records and information which 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including under this Section 8.5. If the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) indemnified party shall not, without first waiving the indemnity as to such claim, admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in without the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimindemnifying party's prior written consent.

Procedures Relating to Indemnification. (a) If an indemnified party shall desire to assert any claim for indemnification provided for under this ARTICLE VII in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not person (other than a party to this Agreement (hereto or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement against the indemnified party (a "Third “Third-Party Claim"”), such Indemnitee will indemnified party shall notify the Indemnifying Party indemnifying party in writing, and in reasonable detaildetail (taking into account the information then available to such indemnified party), of the Third Third-Party Claim reasonably promptly after becoming aware receipt by such indemnified party of such Third written notice of the Third-Party Claim; provided, however, that failure to give such notification will shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnitee will The indemnified party shall deliver to the Indemnifying Partyindemnifying party, promptly after the Indemnitee's indemnified party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Third-Party Claim; provided, however, that the failure to deliver such copies 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 Third-Party Claim is made against an Indemniteeindemnified party, the Indemnifying Party indemnifying party will be entitled to participate in or the defense thereof (at its expense) and, if it so chooses, within ten (10) days of receiving notice of such claim acknowledges without reservation its obligation to indemnify the indemnified party therefor and furnishes acceptable evidence of the resources necessary to properly defend such matter, to assume the defense thereof (in either case, at the expense of the Indemnifying Partyits expense) with counsel selected by the Indemnifying Party indemnifying party and reasonably satisfactory to the Indemnitee. indemnified party; provided, however, that the indemnifying party shall not have the right to assume the defense of any Third-Party Claim that (i) is a criminal claim or involves any allegations of criminal wrongdoing or fraud, (ii) is a claim by a Governmental Entity or involves an alleged violation of Applicable Law, (iii) seeks injunctive or other non-monetary relief, (iv) is, in the case of Purchaser, material to Purchaser or the Surviving Company, or (v) relates to the period after the Closing. (c) Should the Indemnifying Party so elect indemnifying party have the right to assume the defense of a Third Third-Party Claim and elect to so assume the defense of such Third-Party Claim, the Indemnifying Party indemnifying party will not be liable to the Indemnitee indemnified party for any legal or other expenses subsequently incurred by the Indemnitee indemnified party in connection with the defense thereof; provided, that if in unless the Indemnitee's reasonable judgment a conflict Third-Party Claim involves potential conflicts of interest exists in respect of such claim or if different defenses for the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have indemnified party and the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Partyindemnifying party. If the Indemnifying Party indemnifying party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expenseexpense (except as provided in the immediately preceding sentence), separate from the counsel employed by the Indemnifying Partyindemnifying party, it being understood that the Indemnifying Party will indemnifying party shall control such defense. If the indemnified party reasonably determines (i) that the indemnifying party failed or is failing to adequately prosecute or defend any Third-Party Claim for which it has assumed the defense, (ii) that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the indemnifying party might be expected to affect adversely the indemnified party’s Tax Liability or (in the event the indemnified party is a Purchaser Indemnified Party) the ability of Purchaser to conduct its business, or (iii) that the indemnified party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the indemnifying party in respect of such claim or any litigation thereto, then the indemnified party may revoke the ability of the indemnifying party to control the defense of such claim and may, itself, assume the defense of such Third-Party Claim, at the expense of the indemnifying party. The Indemnifying Party will indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnitee indemnified party for any period during which the Indemnifying Party indemnifying party has failed to assume not assumed the defense thereof. thereof and as otherwise contemplated by clauses (i), (ii) and (iii) above. (d) If the Indemnifying Party assumes the defense of indemnifying party chooses to defend any Third Third-Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will shall reasonably cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which or prosecution thereof. Such cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's indemnifying party’s reasonable 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 use of all reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party indemnifying party shall have assumed the defense of a Third Third-Party Claim, the Indemnitee will indemnified party shall not (unless required by law) admit any liability Liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim without the Indemnifying Party's indemnifying party’s prior written consent (which consent will shall not be unreasonably withheld, conditioned or delayed). . The indemnifying party may pay, settle or compromise a Third-Party Claim without the written consent of the indemnified party, so long as such settlement (di) Any claim on account includes an unconditional release of Indemnifiable Losses which the indemnified party from all Liability in respect of such Third-Party Claim, (ii) does not involve a Third Party Claim subject the indemnified party to any injunctive relief or other equitable remedy or any other obligation other than solely the payment of monetary damages for which the indemnified party will be asserted indemnified hereunder, and (iii) does not include a statement or admission of fault, culpability or failure to act by reasonably prompt written notice given by or on behalf of the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failureindemnified party. (e) In the event If an indemnified party shall desire to assert any claim for indemnification provided for under this ARTICLE VII other than a claim in respect of, arising out of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third or involving a Third-Party Claim, such Indemnifying Party will be subrogated indemnified party shall notify the indemnifying party in writing, and in reasonable detail (taking into account the information then available to and shall stand in the place such indemnified party), of such Indemnitee claim promptly after becoming aware of the existence of such claim; provided that the failure to give such notification shall not affect the indemnification provided for hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as to any events or circumstances in respect a result of which such Indemnitee may have any right or claim relating failure. If the indemnifying party does not respond to such Third Party Claim against any claimant notice within forty-five (45) days after its receipt, it will have no further right to contest the validity or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense amount of such Indemnifying Party, in prosecuting any subrogated right or claim. (f) The parties agree that the Sellers Representative shall act in all respects under this ARTICLE VII as the Seller Indemnified Party and indemnifying party on behalf of the Shareholders.

Procedures Relating to Indemnification. (a) If In order for an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement Indemnitee against such Indemnitee (a "Third Party Claim"), such Indemnitee will must notify the party who may become obligated to provide indemnification hereunder (the "Indemnifying Party Party") in writing, and in reasonable detail, of the Third Party Claim reasonably promptly promptly, and in any event within 10 Business Days after becoming aware receipt by such Indemnitee of such written notice of the Third Party Claim; provided, however, that failure to give such notification will 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; provided further, however, that with respect to any Third Party Claim for which Newco is the Indemnifying Party, such Indemnifying Party shall be deemed to have received notice with respect to such Third Party Claim by or against the Company or any of its subsidiaries (other than the Newco Companies) for which the Company or any of its subsidiaries (other than the Newco Companies) received notice prior to the Effective Time. ThereafterAfter any required notification (if applicable), the Indemnitee will shall deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or the defense thereof and, if it so chooses, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will shall have the right to participate participate, at its own expense, in the defense thereof solely to assert any additional defenses and to employ counsel, at its own expense, except as set forth below, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will shall control such defense. The Indemnifying Party will shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnitee shall have failed to assume give notice of the defense thereofThird Party Claim as provided above). If Notwithstanding the foregoing, the Indemnifying Party assumes shall not be entitled to assume the defense of any Third Party Claim (and shall not be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim, except for the reasonable fees and expenses of counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party will promptly supply shall be entitled to assume the Indemnitee copies defense of all material correspondence and documents the portion relating to money damages. The indemnification required by Section 2.01 or in connection with such Third Party Claim 2.02, as the case may be, shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and keep when bills are received or the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof)Indemnifiable Loss is incurred. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, Claim (i) all the parties hereto will reasonably necessary or appropriate for such defense or prosecution shall cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party)or prosecution thereof, which cooperation shall include the retention in accordance with this Agreement 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. (cii) No the Indemnifying Party will consent to any settlement, compromise shall keep the Indemnitee reasonably informed of all significant developments in connection with the defense or discharge (including the consent to entry prosecution of any judgment) of any such Third Party Claim without the Indemnitee's prior written consent and (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, iii) the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend (after representing to the Indemnitee that such settlement is reasonably likely to be acceptable to the parties to the Third Party Claim) and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability liability in connection with such Third Party Claim; provided, however, that that, without the Indemnitee may refuse Indemnitee's consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Indemnifying Party shall not consent to agree to entry of any such settlement, compromise Judgment or discharge enter into any settlement (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates properties or (y) thatthat does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim; provided further, however, that if the Indemnitee does not consent to any settlement recommended by the Indemnifying Party (after representing to the Indemnitee that such settlement is reasonably likely to be acceptable to the parties to the Third Party Claim) then the Indemnifying Party (1) shall not in the reasonable opinion of any event be obligated to indemnify the Indemnitee, would or otherwise materially adversely affect be responsible, for any amount in excess of the amount of the settlement so recommended by the Indemnifying Party and (2) shall be entitled to reimbursement of the fees and expenses of counsel incurred by the Indemnifying Party after the date on which the recommendation was made to the Indemnitee or any in the event the final and unappealable Judgment in such Third Party Claim exceeds the amount of its Affiliatesthe settlement so recommended. Whether or not If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will shall not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will consent. If the Indemnifying Party does not be unreasonably withheld)or is not entitled to assume the defense of a Third Party Claim, the Indemnitee may defend the same in such manner as it may deem appropriate; provided, however, that the Indemnitee 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. (dc) Any In order for an Indemnitee to be entitled to any indemnification provided for under this Agreement in respect of a claim on account of Indemnifiable Losses which that does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by Claim, the Indemnitee shall deliver notice of such claim (in reasonably sufficient detail to enable the Indemnifying Party to evaluate such claim) with reasonable promptness to the Indemnifying Party from whom such indemnification is soughtParty. The failure by any Indemnitee so to notify give such notification shall not affect the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and materially prejudiced by as a result of such failure. If the Indemnifying Party does not notify the Indemnitee within 20 Business Days following its receipt of such notice that the Indemnifying Party disputes its liability with respect to such claim under Section 2.01 or 2.02, as the case may be, the claim shall be conclusively deemed a liability of the Indemnifying Party under Section 2.01 or 2.02, as the case may be, and the Indemnifying Party shall pay the amount of such liability to the Indemnitee on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim, as provided above, the Indemnifying Party and the Indemnitee shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (ed) In Notwithstanding any other provision of this Agreement, Newco acknowledges and agrees that Newco shall (solely at its own cost and expense) assume and continue the event defense of payment in full by an Indemnifying Party the Newco Litigation and use its reasonable best efforts to defend any Parent Indemnitee and to cause any Parent Indemnitee to be dismissed with prejudice as a party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimNewco Litigation.

Procedures Relating to Indemnification. A Party seeking indemnification pursuant to Section 8(b) or Section 8(c), (aan “Indemnified Party”) If a shall give prompt notice to the Party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim or demand is made against an Indemniteeassessment, or an Indemnitee shall otherwise learn the commencement of an assertionany action, suit, audit or proceeding, by any Person who is not a third party to this Agreement in respect of which indemnity may be sought hereunder (or an Affiliate thereofa “Third Party Claim”) and will give the Indemnifying Party such information with respect thereto as to which an the Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claimrequest; provided, however, that no failure to give such notification will not affect notice shall relieve the indemnification provided Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failurehas suffered actual prejudice thereby). Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying Party, promptly within ten (10) business days after the IndemniteeIndemnified Party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim. . The Indemnifying Party shall have the right, exercisable by written notice (bthe “Notice”) If a to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim is made against an IndemniteeClaim, the Indemnifying Party will be entitled to participate in or to assume and control the defense thereof (in either caseof such Third Party Claim, at the expense of the Indemnifying Party) with using counsel selected by the Indemnifying Party and reasonably satisfactory acceptable to the IndemniteeIndemnified Party, so long as the Indemnifying Party shall have confirmed in writing that it is obligated hereunder to indemnify the Indemnified Party with respect to such Third Party Claim, the Indemnified Party shall not have given the Indemnifying Party written notice that it has determined, in the exercise of its reasonable discretion, that a conflict of interest makes separate representation by the Indemnified Party’s own counsel advisable, which counsel shall be selected solely by the Indemnified Party; and such Third Party Claim involves only money damages and does not seek an injunction or other equitable relief. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict . Regardless of interest exists in respect of such claim or if whether the Indemnifying Party elects to assume the defense of any such Third Party Claim, (a) the Indemnified Party shall have assumed responsibility for such claim not admit any liability with any reservations respect to, or exceptionssettle, compromise or discharge, such Indemnitee Third Party Claim without the Indemnifying Party's prior written consent, which shall not be unreasonably withheld, delayed or conditioned and (b) the Indemnifying Party will not admit any liability, consent to the entry of any judgment or enter into any settlement or compromise with respect to such Third Party Claim, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, delayed or conditioned, unless in each case such settlement or judgment involves only the payment of money damages by the Indemnifying Party and does not involve an injunction or other equitable relief that may affect an Indemnified Party and includes an unconditional release of the Indemnified Party. The Indemnifying Party or the Indemnified Party, as the case maybe, shall in any event have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and participate, at its own expense, in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during Claim which the Indemnifying Party has failed to assume the defense thereofother is defending. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to Whether or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If not the Indemnifying Party chooses to defend or prosecute any claim involving a Third Party Claimthird party, all the parties Parties hereto will shall cooperate in the defense or prosecution thereof (and shall furnish such cooperation to records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which reasonably requested in connection therewith. Such cooperation shall include the retention in accordance with this Agreement and (upon the Indemnifying Party's request) the provision reasonable access during normal business hours afforded to the Indemnifying Party of to, and reasonable retention by 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed reimburse the defense of a Third Indemnified Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee for all its reasonable out-of-pocket expenses in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimtherewith.

Procedures Relating to Indemnification. An indemnified party under this SECTION 10 shall give prompt written notice to the indemnifying party (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify the Indemnifying Party in writing, when and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually prejudiced as a result indemnified party has actual knowledge thereof) of such failure. Thereafterany condition, event or occurrence or the Indemnitee will deliver commencement of any action, suit or proceeding for which indemnification may be sought, and the indemnifying party, through counsel reasonably satisfactory to the Indemnifying Partyindemnified party and the Company, promptly after shall assume the Indemnitee's receipt thereofdefense thereof or other indemnification obligation with respect thereto; PROVIDED, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an IndemniteeHOWEVER, the Indemnifying Party will that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice but at its own expense and PROVIDED, FURTHER, that any indemnified party shall be entitled to assume the defense thereof (participate in either caseany such action, suit or proceeding with counsel of its own choice at the expense of the Indemnifying Party) with counsel selected indemnifying party, if, in the good faith judgment of the indemnified party's counsel, representation by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemniteeindemnifying party's reasonable judgment counsel may present a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is soughtinterests. The failure by of any Indemnitee so indemnified party to notify the Indemnifying Party will give notice as provided herein shall not relieve the Indemnifying Party from any liability which it may have to such Indemnitee indemnifying party of its obligations under this AgreementSECTION 10, except to the extent that the Indemnifying Party shall have been indemnifying party is actually prejudiced by such failure. (e) failure to give notice. In any event, if the event indemnifying party fails to assume the defense within a reasonable time, the indemnified party may assume such defense or other indemnification obligation and the reasonable fees and expenses of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party its attorneys will be subrogated to and covered by the indemnity provided for in this SECTION 10. No action, suit or proceeding for which indemnification may be sought shall stand be compromised or settled in any manner which might adversely affect the place interests of the indemnifying party without the prior written consent of such Indemnitee indemnifying party (which shall not be unreasonably withheld). Notwithstanding anything in this SECTION 10 to the contrary, the indemnifying party shall not, without the written consent of the indemnified party, (i) settle or compromise any action, suit or proceeding or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to any events or circumstances the indemnified party of a written release from all liability in respect of which such Indemnitee action, suit or proceeding or (ii) settle or compromise any action, suit or proceeding in any manner that may have materially and adversely affect the indemnified party other than as a result of money damages or other money payments. The indemnifying party shall pay all expenses, including attorneys' fees, that may be incurred by any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party indemnified party in a reasonable manner, and at enforcing the cost and expense of such Indemnifying Party, indemnity provided for in prosecuting any subrogated right or claimthis SECTION 10.

Procedures Relating to Indemnification. (a) If In the event of a claim Claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any non-Affiliated Person who is not against a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Parent Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third “Third-Party Claim"”), such Indemnitee will Parent Indemnified Party shall notify the Representative (on behalf of the Stockholders, Vested Optionholders and Warrant Holders (the “Indemnifying Securityholders”)) in writing of the Third-Party in writing, Claim promptly (and in reasonable detail, no event later than ten (10) Business Days) following receipt by such Parent Indemnified Party of notice of the Third Party Claim reasonably promptly after becoming aware of such Third Third-Party Claim; provided, however, that failure to give such notification will on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party Securityholders shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will Parent Indemnified Party shall deliver to the Indemnifying Party, Representative promptly after the Indemnitee's Parent Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Parent Indemnified Party relating to the Third Third-Party Claim. (b) If a Third Third-Party Claim is made against a Parent Indemnified Party in an Indemniteeamount which is less than the amount of Indemnification Escrow Funds then available, the Indemnifying Party will Representative shall be entitled to to, at the Indemnifying Securityholders’ expense, participate in or the defense thereof and, if it so chooses, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party Representative and reasonably satisfactory to the IndemniteeParent Indemnified Party; provided, however, that the Representative may not assume and conduct the defense of such Third-Party Claim if (i) a material part of such Third-Party Claim seeks equitable relief (other than equitable Claims that are ancillary to a Claim for monetary damages) or if (ii) such Third-Party Claim relates to or arises in connection with any criminal Claim, indictment, allegation or investigation of Parent or any of its Subsidiaries, including the Surviving Corporation and its Subsidiaries, by a Governmental Body. Notwithstanding the foregoing, the Representative shall continue to be entitled to assert any limitation on any Claims made by any Parent Indemnified Party contained in Sections 11.01 and 11.02. Should the Indemnifying Party Representative so elect to assume the defense of a Third Third-Party Claim, the Indemnifying Party will Representative shall not be liable to the Indemnitee Parent Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Parent Indemnified Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party Representative assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Parent Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying PartyRepresentative, it being understood understood, however, that the Indemnifying Party will Representative shall control such defense. The Representative (on behalf of the Indemnifying Party will Securityholders) shall be liable for the fees and expenses of counsel employed by the Indemnitee Parent Indemnified Party for any period during which the Indemnifying Party Representative has failed to assume not assumed the defense thereof. If the Indemnifying , if and only if it is ultimately determined that such Third-Party assumes the defense of any Third Party ClaimClaim arose out of, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating resulted from, related to or was in connection with such Third Party Claim a matter listed in Sections 11.01 and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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 hereunder11. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Procedures Relating to Indemnification. (a) If In order for any indemnified party (“Indemnified Party”) specified in Section 8.1 or 8.2, as applicable, to be entitled to any indemnification provided for under Section 8.1 or 8.2, respectively, in respect of, arising out of or involving a claim or demand is Claim made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "“Third Party Claim"”), such Indemnitee will Indemnified Party must notify the indemnifying party (the “Indemnifying Party Party”) in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware receipt by such Indemnified Party of such written notice of the Third Party Claim; provided, however, that failure to give such notification will 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. Thereafter, the Indemnitee will Indemnified Party shall deliver to the Indemnifying Party, promptly within five Business Days after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will shall be entitled to participate in or the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the Indemnified Party therefor, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that such counsel is not objected to by the Indemnified Party and reasonably satisfactory to the Indemniteein its reasonable discretion. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if thereof (except in the Indemnitee's reasonable judgment case of a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptionsinterest, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Partyas described below). If the Indemnifying Party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will shall control such defensedefense (except that if, in the reasonable judgment of an Indemnified Party, a conflict of interest exists between the Indemnifying Party and the Indemnified Party, the Indemnified Party may employ its own counsel, separate from the counsel employed by the Indemnifying Party, and may control its defense to the extent deemed necessary by the Indemnified Party). The Indemnifying Party will shall be liable liable, in respect of any Third Party Claim, for the fees and expenses of one counsel employed by for all the Indemnitee Indemnified Parties for any period during which the Indemnifying Party has failed to assume is not assuming the defense thereof. thereof or during a conflict of interest (as described above). (c) If the Indemnifying Party assumes so elects to assume the defense of any Third Party Claim, all of the Indemnified Parties shall cooperate with the Indemnifying Party will promptly supply in the defense or prosecution thereof. In any event, the Indemnified Party and its counsel shall cooperate with the Indemnifying Party and its counsel and shall not assert any position in any proceeding inconsistent with that asserted by the Indemnifying Party; provided, however, that the foregoing shall not prevent the Indemnified Party from taking the position that it is entitled to the Indemnitee copies of all material correspondence indemnification hereunder. All out-of-pocket costs and documents relating to or expenses incurred in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such an Indemnified Party’s cooperation to shall be at the expense, including reasonable legal fees and expenses, of borne by the Indemnifying Party), which . Such cooperation shall include the retention in accordance with this Agreement 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. (c) No . Whether or not the Indemnifying Party will consent to shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any settlementliability with respect to, or settle, compromise or discharge (including the consent to entry of any judgment) of any discharge, such Third Party Claim without the Indemnitee's Indemnifying Party’s prior written consent (which consent will shall not be unreasonably withheld); provided, that if . If the Indemnifying Party assumes shall have assumed the defense of any a Third Party Claim, the Indemnitee will Indemnified Party shall agree to any settlement, compromise or discharge of such a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses the liability in connection with such Third Party Claim, which releases the Indemnifying Party completely in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, which would not otherwise materially adversely affect the Indemnitee Indemnified Party or require any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld)relief other than monetary damages. (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by Notwithstanding the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreementforegoing, except to the extent that the Indemnifying Party shall have been actually prejudiced not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such failureThird Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party. The indemnification required by Sections 8.1 and 8.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Losses are incurred. All claims under Sections 8.1 and 8.2 that are Third Party Claims shall be governed by Section 8.3. (e) In the event The indemnification provisions of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claimthis Article VIII (i) shall apply without regard to, such Indemnifying Party will be subrogated to and shall stand not be subject to, any limitation by reason of set-off, limitation or otherwise and (ii) are intended to be comprehensive and not to be limited by any Requirements of Law concerning prominence of language or waiver of any legal right under any law. The obligations of the parties set forth in this Article VIII shall be conditioned upon the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimClosing having occurred.

Procedures Relating to Indemnification. (a) If In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not other than a party to this Agreement (or an Affiliate thereofa “Third Party”) as to which an Indemnifying against the Indemnified Party may be obligated to provide indemnification pursuant to this Agreement (a "Third “Third-Party Claim"”), such Indemnitee will Indemnified Party must notify the indemnifying party (the “Indemnifying Party Party”) in writing, and in reasonable detail, of the Third Third-Party Claim as promptly as reasonably promptly possible after becoming aware receipt, but in no event later than three calendar days after receipt, by such Indemnified Party of such Third notice of the Third-Party Claim; provided, however, provided that failure to give such notification on a timely basis will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall will have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee Indemnified Party will deliver to the Indemnifying Party, promptly within five (5) business days after the Indemnitee's Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee Indemnified Party relating to the Third Third-Party Claim. (b) If a Third Third-Party Claim is made against an IndemniteeIndemnified Party, the Indemnifying Party will be entitled to participate in or the defense thereof and, if it so chooses, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the IndemniteeIndemnified Party. Notwithstanding the foregoing, the Indemnifying Party will continue to be entitled to assert any limitation on any claims contained in this Article VII. Should the an Indemnifying Party so elect to assume the defense of a Third Third-Party Claim, the Indemnifying Party will not be liable to the Indemnitee Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claimsuch defense, the Indemnitee Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood understood, however, that the Indemnifying Party will control such defense. The Subject to the Indemnified Party providing timely notice pursuant to Section 7.05(a), the Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee Indemnified Party for any period during which the Indemnifying Party has failed to assume not assumed the defense thereof. If the Indemnifying Party assumes the defense of chooses to defend any Third Third-Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (or prosecution of such Third-Party Claim. Such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall will include the retention in accordance with this Agreement 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, 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. (c. Notwithstanding anything in this Section 7.05(b) No Indemnifying Party will consent to any settlementthe contrary, compromise or discharge (including the consent Seller may elect to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes control the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Third-Party Claim which with counsel selected by Seller whether Seller is the Indemnified Party or the Indemnifying Party, and to the extent Buyer is the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to in that case, Buyer will pay the full amount of Indemnifiable Losses for or reimburse Seller’s costs in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliatesdefense. Whether or not the Indemnifying Party shall Seller will have assumed the defense of a Third Third-Party Claim, the Indemnitee neither Buyer nor any of its Affiliates will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third any Third-Party Claim without the Indemnifying Party's prior written consent of Seller. (c) Seller assumes the defense of the Outstanding Litigation. The Buyer Indemnitees have the right to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by Seller, it being understood, however, that Seller will control such defense. Neither Buyer, the Company nor any of their Affiliates will admit any liability with respect to, or settle, compromise or discharge, the Outstanding Litigation without the prior written consent of Seller which consent will shall not be unreasonably withheld), conditioned or delayed. Additionally, neither Seller nor its Affiliates will admit any liability with respect to, or settle, compromise or discharge, the Outstanding Litigation for the periods arising on or after the Closing Date without the prior written consent of Buyer which shall not be unreasonably withheld, conditioned or delayed. A party will not be deemed to be unreasonably withholding, conditioning or delaying its consent of a settlement, compromise or discharge of the Outstanding Litigation to the extent such settlement, compromise or discharge does not fully include a full release of such party from all claims related to the Outstanding Litigation, or the amount required to be paid by such party in connection with such settlement, compromise or discharge exceeds the amount such party is willing to pay. (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by During the period between the Closing Date and the date that is twelve (12) months following the Closing Date (the “Post-Closing Period”), neither Buyer nor any other Buyer Indemnitee may, directly or indirectly, initiate contact with, discuss with, or provide any other communication (in any form or format) to the Indemnifying Party from whom such indemnification is sought. The failure by Mineral Owner or any Indemnitee so employees, officers, directors, managers, representatives, or agents thereof with respect to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except matter related to the extent that Company or any activities at the Indemnifying Party shall have been actually prejudiced by such failure. (e) Owned Real Property or the Leased Real Property, including, without limitation, the Mineral Owner Property. In the event that during the Post-Closing Period the Mineral Owner or any employees, officers, directors, managers, representatives, or agents thereof initiate contact with any Buyer Indemnitee, Buyer shall not respond to such contact and shall provide Seller notice of payment in full by an Indemnifying Party such contact within three (3) calendar days of receipt of such contact and Seller and Buyer shall mutually agree on the content of the response to the Mineral Owner prior to any Indemnitee in connection such response to the Mineral Owner or any employees, officers, directors, managers, representatives, or agents thereof; provided that if Seller and Buyer are unable to agree on the content of such response within three (3) calendar days after such notice has been given to Seller, Buyer shall be permitted to respond to Mineral Owner or any employees, officers, directors, manager, representative, or agent thereof. In the event that during the six year (6) period after the Post Closing Period, the Mineral Owner or any employees, officers, directors, managers, representatives, or agents thereof communicates with any Third Party ClaimBuyer Indemnitee regarding the Company’s activities at the Mineral Owner Property on or prior to the Closing Date, Buyer shall provide Seller notice of each such Indemnifying Party will be subrogated to and shall stand in the place communication within three (3) calendar days of receipt of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claimcommunication.

Procedures Relating to Indemnification. (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.of

Procedures Relating to Indemnification. (a) If Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn right of an assertion, by any Person who is not a party to indemnification under this Agreement (stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or an Affiliate thereof) as to which an Indemnifying Party may be obligated arises; provided that the failure to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify notice shall not release the Indemnifying Party in writing, and in reasonable detail, from any of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder its obligations under this Article VI except to the extent the Indemnifying Party shall have been actually is materially prejudiced as a result of by such failure. Thereafter, the Indemnitee will deliver With respect to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received any recovery or transmitted indemnification sought by the Indemnitee relating to the Third an Indemnified Party Claim. (b) If a Third Party Claim is made against an Indemnitee, from the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to (as defined herein), if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from whom such indemnification is sought. The failure by any Indemnitee so to notify its receipt of the notice from the Indemnified Party that the Indemnifying Party will disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot relieve resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any liability which it may have to such Indemnitee of its obligations under this Agreement, Article VI except to the extent that the Indemnifying Party shall have been actually is materially prejudiced by such failure. (e) In . If the event of payment in full by an Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Indemnitee in connection with any Losses that may result from such Third Party Claim, such then the Indemnifying Party will shall be subrogated entitled to assume and shall stand in control the place defense of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will as provided above, the Indemnified Party shall cooperate with such the Indemnifying Party in a reasonable manner, such defense and at make available to the cost and expense of such Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in prosecuting the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any subrogated right such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or claimunder the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Procedures Relating to Indemnification. a. An indemnified Person under Sections 13.2(a) or 13.6(a) (athe “Indemnified Party”) If a claim shall give prompt written notice (“Indemnity Claim Notice”) to the indemnifying party (the “Indemnifying Party”) of any Loss in respect of which such Indemnified Party is seeking indemnification under Sections 13.2(a) or demand is made against an Indemnitee13.6(a), specifying in reasonable detail the nature of such Loss, the Section or an Indemnitee shall otherwise learn Sections of an assertion, by any Person who is not a party to this Agreement to which the Loss relates, and the amount of such Loss (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"if not then determinable, its best good faith estimate of the amount of such Loss), such Indemnitee will except that any delay or failure to so notify the Indemnifying Party in writingshall only relieve the Indemnifying Party of its obligations hereunder to the extent, if at all, that it is prejudiced by reason of such delay or failure. With respect to claims brought on behalf of the Member Group Indemnified Persons, the Member Representative or, following the distribution of the Warranty Escrow Fund and the EC Escrow Fund pursuant to Section 13.12(c), the Escrow Beneficiaries, shall have responsibility to pursue such claim or indemnification rights. b. The Indemnifying Party may reply to any Indemnity Claim Notice made under Section 13.8(a) of this Agreement by giving written notice (the “Dispute Notice”) to the Indemnified Party, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent that the Indemnified Party intends to seek indemnification from the Warranty Escrow Fund or the EC Escrow Fund, with a copy to the applicable Escrow Agent, which Dispute Notice shall state whether the Indemnifying Party agrees or disagrees that the claim asserted by Indemnified Party is a valid indemnification claim under the this Article 13 and agrees or disagrees with respect to the amount of the Claim. The Dispute Notice shall specify in reasonable detail the nature of and the underlying facts regarding such dispute and a good faith estimate of the dollar amount thereof in dispute. If, within ten (10) Business Days after the date of receipt by the Indemnifying Party of an Indemnity Claim Notice from the Indemnified Party, the Indemnifying Party does not give to the Indemnified Party, and, to the extent such Indemnified Party seeks to obtain indemnification from the Warranty Escrow Fund, the EC Escrow Fund, the Escrow Agent, a Dispute Notice, then the Indemnifying Party shall be deemed to have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party will be entitled to participate in or to assume the defense thereof (in either case, at the expense of the Indemnifying Party) irrevocably agreed with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or and the following shall occur: (1) if the Indemnifying Party shall Warranty Escrow Funds and/or the EC Escrow Fund have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which cooperation shall include the retention been disbursed in accordance with this Agreement and (upon the Indemnifying Party's request) party has a right to seek indemnification against the provision to Warranty Escrow Fund or the EC Escrow Fund, as applicable, then the Indemnifying Party or the Indemnified Party shall notify the Escrow Agent to disburse the funds specified in the Indemnity Claim Notice within two (2) Business Days after the expiration of records and information which are reasonably relevant such dispute period, to such Third the Indemnified Party Claimfrom either the Warranty Escrow Fund or the EC Escrow Fund, as applicable, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnitee will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld). (d) Any claim on account of Indemnifiable Losses which does not involve a Third Party Claim will be asserted by reasonably prompt written notice given by the Indemnitee to the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnified Party intends to seek indemnification from the Warranty Escrow Fund or the EC Escrow Fund, the amount of the Claim set forth in the Indemnity Claim Notice and either the Warranty Escrow Fund or the EC Escrow Fund shall be reduced to the extent thereof. If the Dispute Notice admits that a portion of the Claim is a valid Claim, the Escrow Agent or the Indemnifying Party shall have been actually prejudiced by such failure. disburse to the Indemnified Person within two (e2) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party will be subrogated to and shall stand in the place Business Days after receipt of such Indemnitee Dispute Notice the amount so admitted as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or valid claim.

Procedures Relating to Indemnification. (aOther than under Section ------- 11. 1). In order for a party (the "indemnified party") If to be entitled to any ---- ----------------- indemnification provided for under this Agreement (other than in relation to Taxes, which matters are governed by Section 11.1) in respect of, arising out of ------------ or involving a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a person against the indemnified party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will indemnified party must notify the Indemnifying Party indemnifying ----------------- party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly within 10 business days after becoming aware receipt by such indemnified party of such written notice of the Third Party Claim; provided, however, that failure to give such notification will -------- ------- 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 failurefailure (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 Indemnitee will indemnified party shall deliver to the Indemnifying Partyindemnifying party, promptly within five business days after the Indemniteeindemnified party's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee indemnified party relating to the Third Party Claim. (b) . If a Third Party Claim is made against an Indemniteeindemnified party, the Indemnifying Party will indemnifying party shall be entitled to participate in or the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof (in either case, at the expense of the Indemnifying Party) with counsel selected by the Indemnifying Party and indemnifying party; provided that such counsel is not reasonably satisfactory objected to by -------- the Indemniteeindemnified party. Should the Indemnifying Party indemnifying party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will indemnifying party shall not be liable to the Indemnitee indemnified party for any legal or other expenses subsequently incurred by the Indemnitee indemnified party in connection with the defense thereof; provided, that if in the Indemnitee's reasonable judgment a conflict of interest exists in respect of such claim or if the Indemnifying Party shall have assumed responsibility for such claim with any reservations or exceptions, such Indemnitee will have the right to employ separate counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnitee and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel for all Indemnitees similarly situated) shall be paid by such Indemnifying Party. If the Indemnifying Party indemnifying party assumes the defense of any Third Party Claimsuch defense, the Indemnitee will indemnified party shall have the right to participate in the defense thereof and to employ counselcounsel (not reasonably objected to by the indemnifying party), at its own expense, separate from the counsel employed by the Indemnifying Partyindemnifying party, it being understood that the Indemnifying Party will indemnifying party shall control such defense. The Indemnifying Party will indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnitee indemnified party for any period during which the Indemnifying Party indemnifying party has failed to assume the defense thereofthereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party assumes indemnifying party so elects to assume the defense of any Third Party Claim, all of the Indemnifying Party will promptly supply to indemnified parties shall cooperate with the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee fully informed of all material developments relating to or in connection with such Third Party Claim (including providing to the Indemnitee on request updates and summaries as to the status thereof). If the Indemnifying Party chooses to defend a Third Party Claim, the parties hereto will cooperate indemnifying party in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party), which or prosecution thereof. Such cooperation shall include the retention in accordance with this Agreement 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. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any Third Party Claim without the Indemnitee's prior written consent (which consent will not be unreasonably withheld); provided, that if the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Indemnifiable Losses in connection with such Third Party Claim and unconditionally and irrevocably releases the Indemnitee and its Affiliates completely from all Liability in connection with such Third Party Claim; provided, however, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge (x) that provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates or (y) that, in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. Whether or not the Indemnifying Party indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnitee will indemnified party shall not (unless required by law) 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 will shall not be unreasonably withheld). (d) Any claim on account . If the indemnifying party shall have assumed the defense of Indemnifiable Losses which does not involve a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim will be asserted which the indemnifying party may recommend and which by reasonably prompt written notice given by its terms obligates the Indemnitee indemnifying party to pay the Indemnifying Party from whom such indemnification is sought. The failure by any Indemnitee so to notify full amount of the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to such Indemnitee under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (e) In the event of payment in full by an Indemnifying Party to any Indemnitee in connection with any such Third Party Claim, such Indemnifying Party will be subrogated to and shall stand which releases the indemnifying party completely in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to connection with such Third Party Claim against and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any claimant or plaintiff asserting Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against any other Person. Such Indemnitee will cooperate the indemnified party which the indemnified party reasonably determines, after conferring with such Indemnifying Party in a reasonable mannerits outside counsel, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.cannot be