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

Procedures Relating to Third Party Claims. In order for a party (the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the indemnifying party in writing of the Third Party Claim within 10 Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying party, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the indemnifying party will be entitled to participate in the defense thereof and upon notice to the Indemnified Party to assume the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceeding. If the indemnifying party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent. Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party of written notice from the Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requested.

Procedures Relating to Third Party Claims. (a) In order for a party (the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the event an Indemnified Party (receives notice of a "Third Third-Party Claim"), such Indemnified Party must notify the indemnifying party shall promptly give notice, in writing of and in reasonable detail, to the Third Party Claim within 10 Business Days after receipt by such Indemnified Party of written notice of party required to provide indemnification hereunder (the Third Party Claim“Indemnifying Party”); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party Indemnifying Party shall have been actually prejudiced as a result of such failure (except to promptly notify, provided, further, that the indemnifying party Indemnifying Party shall not be liable for any expenses incurred during have no liability whatsoever if the period in which the Indemnified Party failed failure to give such notice)notice was intentional or resulted from the Indemnified Party’s gross negligence. Thereafter, the Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, within five Business Days promptly after the Indemnified Party's ’s receipt thereof thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Third-Party Claim. . (b) If a Third Third-Party Claim is made against an Indemnified Party, the indemnifying party will Indemnifying Party shall be entitled to participate in the defense thereof and upon and, if it so chooses within 20 days after receipt from the Indemnified Party of the notice of such Third-Party Claim, to assume the defense thereof, provided that an election to assume the defense of such Third-Party Claim shall be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of all Losses arising or resulting from, or relating to, such Third-Party Claim. Except as hereinafter provided, the Indemnifying Party shall have the right to defend the Third-Party Claim with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party by appropriate proceedings, (unless the nature of the claim creates an ethical conflict for the same counsel to defend the Indemnified Party and the Indemnifying Party) which proceedings, including settlement proceedings, shall be conducted diligently and in good faith by the Indemnifying Party. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party does not assume or control the defense thereof including in the event that the Indemnifying Party failed, or is failing, to vigorously prosecute or defend such Third-Party Claim or in the case of the ethical conflict discussed in the immediately preceding sentence. If the Indemnifying Party elects to assume the defense thereof provided that (i) of a Third-Party Claim and no ethical conflict for the indemnifying party's counsel is reasonably satisfactory exists, the Indemnifying Party shall not be liable to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with for any further legal expenses subsequently incurred by the Indemnified Party upon in connection with the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceedingdefense thereof. If the indemnifying party Indemnifying Party assumes such defense, the Indemnified Party shall have the right (but not the duty) 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 that the Indemnifying Party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of All the parties hereto shall cooperate in the defense or prosecution thereofof any Third-Party Claim. Such cooperation shall include the retention and (upon the indemnifying party's requestrequest of the party controlling the defense of the Third-Party Claim) the provision to the indemnifying party controlling the defense of the Third-Party Claim of records and information which that are reasonably relevant to such Third Third-Party Claim, and making employees (including any employees familiar with such Third-Party Claim) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder or to serve as a witness. If the Indemnifying Party chooses to defend any Third-Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third-Party Claim that the Indemnifying Party may recommend and that by its terms (i) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim (relating to matters that the Indemnified Party is entitled to indemnification hereunder. Whether ); (ii) does not compromise the Indemnified Party’s reputation; (iii) does not obligate the Indemnified Party to perform or refrain from performing any act under such compromise, settlement or discharge, there is no Lien placed on any assets of the Indemnified Party and there is no injunctive or other non monetary relief; (iv) there is no finding or admission of any violation of any law, violation or the rights of any person by the Indemnified Party or any other liability of the Indemnified Party to any person; and (v) the Indemnified Party receives, as part of such settlement, compromise or discharge, a complete, general and unconditional release in form and substance reasonably satisfactory to the Indemnified Party. (c) If the Indemnifying Party elects not to assume and defend a Third-Party Claim, then the Indemnified Party, at the Indemnifying Party’s expense and with the Indemnified Party’s own counsel, may defend such matter; provided, however, that whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Party Claimsuch matter, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim without the indemnifying party's Indemnifying Party’s prior written consent. Any payment pursuant to this Section 11.5 , which shall not be made not later than 15 days after receipt by the indemnifying party of written notice from the Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requestedunreasonably withheld, conditioned or delayed.

Procedures Relating to Third Party Claims. In order for a party (Any Indemnified Party proposing to assert the "Indemnified Party") right to be entitled to any indemnification provided for indemnified under this Distribution Agreement shall, promptly after receipt of notice of commencement of any action by a third party against such Indemnified Party in respect of, arising out of or involving which a claim or demand for indemnification is to be made under this Distribution Agreement by any Person an Indemnified Party against the Indemnified Party Indemnifying Parties (a "Third Party Claim"), such Indemnified Party must notify the indemnifying party in writing Indemnifying Parties of the commencement of such Third Party Claim within 10 Business Days after receipt by such Indemnified Party of through written notice describing it with reasonable specificity and enclosing a copy of the Third Party Claimall papers served; provided, however, that the failure so to give such notification notify the Indemnifying Parties shall not affect relieve the indemnification provided hereunder Indemnifying Parties from any liability which they may have under this Distribution Agreement (except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that to notify materially prejudices the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed Indemnifying Parties' ability to give defend such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying party, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim) or from any liability which the Indemnifying Parties may otherwise have. If a any such Third Party Claim is made brought against an any of the Indemnified PartyParties and such Indemnified Parties notify the Indemnifying Parties of its commencement in accordance herewith, the indemnifying party will Indemnifying Parties shall be entitled to participate in and, to the defense thereof and upon extent that the Indemnifying Parties elect by delivering written notice to such Indemnified Parties promptly after receiving notice of the commencement of the action from the Indemnified Party to assume the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suitParties, action or proceeding. If the indemnifying party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume the defense of a the action and after notice from the Indemnifying Parties to the Indemnified Parties of their election to assume the defense of any Third Party Claim, the indemnifying party Indemnifying Parties will not be liable to the Indemnified Party Parties for any legal or other expenses subsequently incurred except as provided below. If the Indemnifying Parties assume the defense, the Indemnifying Parties shall have the right to settle such action without the consent of the Indemnified Parties; provided, however, that the Indemnifying Parties shall be required to obtain such consent if the settlement includes (i) any admission of wrongdoing on the part of the Indemnified Parties, (ii) any decree or restriction on the Indemnified Parties or (iii) an obligation of the Indemnified Parties to pay any money that is not otherwise indemnified by the Indemnifying Parties; provided further, however, that none of the Indemnifying Parties, in the defense of any such action shall, except with the consent of the Indemnified Parties, consent to entry of any judgment or enter into any settlement that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Parties of a release from all liability with respect to such action, or (ii) contains obligations other than with respect to the payment of money. The Indemnified Parties shall have the right to employ their own counsel in any such action, but the fees, expenses and other charges of such counsel shall be at the expense of such Indemnified Parties unless (i) the employment of counsel by the Indemnified Parties has been authorized in writing by the Indemnifying Parties, (ii) the Indemnified Parties have reasonably concluded (based on written advice of counsel to the Indemnified Parties) that there may be legal defenses available to them that are different from or in addition to and inconsistent with those available to the Indemnifying Parties, (iii) a conflict or potential conflict exists (based on written advice of counsel to the Indemnified Parties) between the Indemnified Parties and the Indemnifying Parties (in which case the Indemnifying Parties will not have the right to direct the defense of such action on behalf of the Indemnified Parties) or (iv) the Indemnifying Parties have not in fact employed counsel to assume the defense of such action within a reasonable time (not to exceed 10 days) after receiving notice of the commencement of the action from the Indemnified Parties in accordance herewith, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the Indemnifying Parties and shall promptly be paid by each of the Indemnifying Parties as they become due and payable in advance of the final disposition of the Third Party Claim to the fullest extent and in the manner permitted by law; provided, however, that in no event shall any contingent fee arrangement be considered reasonable. Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to advance any expenses or costs prior to receipt of an undertaking by or on behalf of the Indemnified Parties to repay any expenses advanced if it shall ultimately be determined that the Indemnified Parties are not entitled to be indemnified against such expense pursuant to the last sentence of this Section 6.1(b). It is understood that the Indemnifying Parties shall not, in connection with any proceeding or related proceedings in the defense thereof. Whether or not same jurisdiction, be liable for the indemnifying party chooses reasonable fees, disbursements and other charges of more than one separate counsel admitted to defend or prosecute practice in such jurisdiction at any Third Party Claimone time for all such Indemnified Parties unless (a) the employment of more than one counsel has been authorized in writing by the Indemnifying Parties, all (b) any of the parties hereto Indemnified Parties have reasonably concluded (based on written advice of counsel to the Indemnified Parties) that there may be legal defenses available to them that are different from or in addition to and inconsistent with those available to other Indemnified Parties, or (c) a conflict or potential conflict exists (based on written advice of counsel to the Indemnified Parties) between any of the Indemnified Parties and the other Indemnified Parties, in case of each of which the Indemnifying Parties shall cooperate be obligated to pay the reasonable fees and expenses of such additional counsel or counsels on the same basis as provided in the defense or prosecution thereofimmediately preceding sentence. Such cooperation Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Parties (i) shall include the retention not be liable for any settlement effected without their prior written consent and (upon ii) shall not have any obligation hereunder to any of the indemnifying party's request) the provision Indemnified Parties to the indemnifying party extent that a court of records competent jurisdiction shall determine in a final and information which are reasonably relevant to non-appealable order that such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderindemnification is prohibited by applicable law. Whether or not In the indemnifying party shall have assumed the defense event of a Third Party Claimfinal and non-appealable determination by a court that any payment of expenses is prohibited by applicable law, the Indemnified Party Parties shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without promptly refund to the indemnifying party's prior written consent. Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party of written notice from the Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and Indemnifying Parties the amount thereof and the indemnity payment requestedof all such expenses theretofore advanced pursuant hereto.

Procedures Relating to Third Party Claims. (a) In order for a an indemnified party (the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect Article V arising from, by reason of, arising out of or involving a otherwise in connection with an asserted or unasserted claim or demand made or which might be made by any Person against the Indemnified Party indemnified party (a "Third Party Claim"), such Indemnified Party the indemnified party must notify send reasonably prompt notice to the indemnifying party parties in writing of the Third Party Claim within 10 Business Days after receipt Claim, including the nature and basis of such claim to the extent known by such Indemnified Party of written notice of the Third Party Claimindemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall parties have been materially and actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying party, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claimfailure. If a Third Party Claim is made against an Indemnified Partythe indemnified party, the indemnifying party will parties shall be entitled to participate in the defense thereof and, if they so choose and upon notice acknowledge in writing their respective obligation to indemnify the Indemnified Party indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying parties acting together, provided that (i) the indemnifying party's such counsel is reasonably satisfactory acceptable to the Indemnified Party and (ii) indemnified party. Should the indemnifying parties so elect to assume the defense of a Third Party Claim, the indemnifying parties shall not be liable to the indemnified party shall thereafter consult for legal expenses subsequently incurred by the indemnified party in connection with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceedingdefense thereof. If the indemnifying party assumes parties assume such defense, the Indemnified Party indemnified party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying partyparties, it being understood that the indemnifying parties shall control such defense. The indemnifying party parties shall be liable for the fees and expenses of counsel employed by the Indemnified Party indemnified party for any period during which the indemnifying party has not assumed parties have failed to assume the defense thereofthereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). Should Regardless of which party shall assume the defense of such claim, each party shall provide to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claim. (b) Prior to the indemnifying parties notifying the indemnified party of their intention to defend the claim, the indemnified party will defend against such claim as the indemnified party deems appropriate. If the indemnifying parties so elect to assume the defense of a any Third Party Claim, the indemnifying indemnified party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection shall cooperate with the indemnifying parties in the defense or prosecution thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent. Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by consent of the indemnifying parties (which consent shall not be unreasonably withheld). If the indemnifying parties shall have assumed the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of written notice from a Third Party Claim which the Indemnified indemnifying parties may recommend and which by its terms obligates the indemnifying parties to pay the full amount of the liability in connection with such Third Party stating that Claim, which releases the indemnified party completely in connection with such Third Party Claim and which would not otherwise adversely affect the indemnified party. (c) Notwithstanding the foregoing, the indemnifying parties shall not be entitled to assume the defense of any Third Party Claim has been paid (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnifying parties in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party determines, after conferring with its outside counsel, cannot be separated from any Indemnified related claim for money damages without any potential adverse effect to the indemnified party. If such equitable relief or other relief portion of the Third Party and Claim can be so separated from that for money damages, the amount thereof and indemnifying parties shall be entitled to assume the indemnity payment requesteddefense of the portion relating to money damages.

Procedures Relating to Third Party Claims. In order for An Indemnified Party seeking indemnification pursuant to Section 10 shall give prompt notice to the Indemnifying Party from whom such indemnification is sought of the assertion of any claim or assessment, or the commencement of any action, suit or proceeding, by a third party (including any holder of securities of the "Indemnified Party"Corporation) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party which indemnity may be sought hereunder (a "Third Party Claim")) and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, such Indemnified Party must notify the indemnifying party in writing of the Third Party Claim within 10 Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that but no failure to give such notification notice shall not affect relieve the indemnification provided Indemnifying Party of any liability hereunder (except to the extent the indemnifying party Indemnifying Party has suffered actual and material prejudice thereby). The Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafterright, the Indemnified Party shall deliver to the indemnifying party, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received exercisable by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the indemnifying party will be entitled to participate in the defense thereof and upon written notice to the Indemnified Party within 14 days of receipt of notice from the Indemnified Party of commencement of or assertion of any Third Party Claim, to assume the defense thereof provided of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, that (i) the indemnifying party's counsel is reasonably satisfactory Indemnifying Party shall not have the right to assume the defense of a Third Party Claim if the Indemnified Party shall have determined in its reasonable discretion that a conflict may arise in the event the Third Party Claim involves both the Indemnified Party and (ii) the indemnifying party Indemnifying Party, in which case such Indemnified Party shall thereafter consult with have the right to control the defense of such Third Party Claim using counsel selected by the Indemnified Party upon and the Indemnifying Party shall reimburse the Indemnified Party's request Party for its reasonable legal and other fees and expenses (including the cost of any investigation and preparation) incurred in connection therewith promptly as such consultation from expenses are incurred. In addition, if the Indemnifying Party fails to give the Indemnified Party the notice complying with the provisions stated above within the stated time to time with respect to such suit, action or proceeding. If the indemnifying party assumes such defenseperiod, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume control of the defense of a the Third Party Claim, the indemnifying party will not be liable to the Indemnified . In no event may any Indemnifying Party for settle or compromise any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent. Any payment pursuant to this Section 11.5 consent of an Indemnified Party, which consent shall not be made not later than 15 days after receipt by the indemnifying party of written notice from the Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requestedunreasonably withheld.

Procedures Relating to Third Party Claims. In order for a If any party or other Person entitled to indemnification under this Article VIII (the "an “Indemnified Party"”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the indemnifying party in writing of the Third Party Claim within 10 Business Days after receipt by such Indemnified Party of receives written notice of the commencement of any Legal Proceeding or the assertion of any Claim by a third party or the imposition of any penalty or assessment by a Governmental Entity or other Person for which indemnity may be sought under Section 8.01, Section 8.02 or Section 8.03 (a “Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice”). Thereafter, the Indemnified Party shall deliver promptly provide the party who is obligated to indemnify it (the “Indemnifying Party”) with written notice of such Third Party Claim, stating in reasonable detail the nature, basis and the amount thereof, to the indemnifying partyextent known, within five Business Days after the Indemnified Party's receipt thereof which notice shall be accompanied by copies of all the relevant notices and documents (including court papers) received by the Indemnified Party relating that evidence or relate to the such Third Party Claim. If a Third Party Claim is made against an Indemnified Party; provided, however, that the indemnifying party will be entitled to participate in the defense thereof and upon notice to failure of the Indemnified Party to assume give prompt notice to the defense thereof provided that (i) Indemnifying Party shall not affect the indemnifying party's counsel is reasonably satisfactory to right of the Indemnified Party to be indemnified in respect of such Third Party Claim or related Losses, except to the extent that the Indemnifying Party is actually and (ii) materially prejudiced as a result of the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time failure to time with respect to such suit, action or proceedinggive prompt notice. If the indemnifying party assumes such defense, the Indemnified The Indemnifying Party shall have the right to assume the defense of any Third Party Claim at its sole expense with counsel reasonably acceptable to the Indemnified Party by written notice of assumption delivered to the Indemnified Party within 20 days following the receipt of the written notice of the Third Party Claim referred to above; provided, however, that if, (but not i) such Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) such Third Party Claim seeks an injunction or equitable relief against the dutyIndemnified Party; (iii) to participate in the defense thereof reasonable judgment of the Indemnified Party, there exists a material conflict of interest between the Indemnified Party and the Indemnifying Party with respect to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed such Third Party Claim; or (iv) upon petition by the Indemnified Party, a court of competent jurisdiction issues a final, non-appealable Order that the Indemnifying Party for any period during which failed or is failing to prosecute or defend such Third Party Claim with reasonable diligence given the indemnifying party has circumstances, (A) the Indemnifying Party shall not assumed the defense thereof. Should the indemnifying party so elect be entitled to assume the defense of a Third Party Claim, (B) the indemnifying party will defense thereof shall be conducted by the Indemnified Party with qualified counsel selected by the Indemnified Party and reasonably acceptable to the Indemnifying Party and (C) without limiting the Indemnifying Party’s other indemnification obligations under this Article VIII, the Indemnifying Party shall be liable to the Indemnified Party for the reasonable and actual legal expenses incurred by the Indemnified Party in the conduct of the defense thereof (subject to the limitations set forth in Section 8.05). If the Indemnifying Party has assumed the defense of a Third Party Claim, (i) the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with therewith except as otherwise set forth herein, (ii) the Indemnified Party may retain separate counsel reasonably acceptable to the Indemnifying Party at its sole cost and expense and participate in the defense thereof. Whether or not of the indemnifying party chooses to defend or prosecute any Third Party ClaimClaim (but the Indemnifying Party shall control such defense); provided, all that the Indemnifying Party shall be responsible for the reasonable and actual legal expenses of separate counsel engaged by the Indemnified Party if (A) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party or (B) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there exists a material conflict of interest between the Indemnified Party and the Indemnifying Party with respect to the applicable Third Party Claim or (C) the Indemnifying Party shall have failed, or is not entitled, to assume the defense of such Third Party Claim in accordance with this Section 8.04(a), (iii) the Indemnifying Party will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on the part of the parties hereto Indemnified Party, in each case, without the prior written consent of the Indemnified Party (such written consent not to be unreasonably withheld, conditioned or delayed) and (iv) the Indemnified Party shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include of the Third Party Claim, including through the retention and (upon the indemnifying party's Indemnifying Party’s request) the provision to the indemnifying party Indemnifying Party of records and information which that are reasonably relevant to such the Third Party Claim, and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party shall not, except with the written consent of the Indemnified Party (such written consent not to be unreasonably withheld, conditioned or delayed), enter into any settlement, compromise or discharge of a Third Party Claim unless such settlement, compromise or discharge (I) includes as an unconditional term thereof a complete release of the Indemnified Party and its Affiliates from all liability with respect to such Third Party Claim, (II) does not require the Indemnified Party or its Affiliates to admit to any wrongdoing and (III) does not impose any equitable or injunctive relief on the Indemnified Party or its Affiliates. Whether or not the indemnifying party shall have assumed Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall will not admit any liability with respect to, or settle, consent to the entry of any judgment or enter into any settlement with respect to or otherwise compromise or discharge, such the Third Party Claim without the indemnifying party's prior written consentconsent of the Indemnifying Party. Any payment pursuant For the avoidance of doubt, whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party will not be obligated to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party of written notice from indemnify the Indemnified Party stating hereunder for any settlement entered into or any judgment that any Third Party Claim has been paid by any Indemnified Party and was consented to without the amount thereof and prior written consent of the indemnity payment requestedIndemnifying Party.

Procedures Relating to Third Party Claims. In order for a party Party (the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the indemnifying party Party in writing of the Third Party Claim within 10 ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party Party shall have been actually prejudiced as a result of such failure (except that the indemnifying party Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying partyParty, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the indemnifying party Party will be entitled to participate in the defense thereof and upon notice to the Indemnified Party to assume the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceeding. If the indemnifying party Party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying partyParty. The indemnifying party Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party Party has not assumed the defense thereof. Should the indemnifying party Party so elect to assume the defense of a Third Party Claim, the indemnifying party Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party Party chooses to defend or prosecute any Third Party Claim, all of the parties Parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying partyParty's request) the provision to the indemnifying party Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying partyParty's prior written consent. Any payment pursuant to this Section 11.5 8.4 shall be made not later than 15 days after receipt by the indemnifying party Party of written notice from the Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requested.

Procedures Relating to Third Party Claims. In order for a A party seeking indemnification pursuant to Section 8.1 or 8.2 (the an "Indemnified Party") shall give prompt notice to be entitled to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any indemnification provided for under this Agreement claim or assessment, or the commencement of any action, suit or proceeding, by a third party in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party which indemnity may be sought hereunder (a "Third Party Claim")) and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, such Indemnified Party must notify the indemnifying party in writing of the Third Party Claim within 10 Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that but no failure to give such notification notice shall not affect relieve the indemnification provided Indemnifying Party of any liability hereunder (except to the extent the indemnifying party Indemnifying Party has suffered actual and material prejudice thereby). The Indemnifying Party shall have been actually prejudiced as a result of such failure the right, exercisable by written notice (except that the indemnifying party shall not be liable for any expenses incurred during the period in which "Notice") to the Indemnified Party failed within 14 days of receipt of notice from the Indemnified Party of commencement of or assertion of any Third Party Claim, to give assume the defense of such notice). ThereafterThird Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, that the Indemnifying Party shall not have the right to assume a Third Party Claim if the Indemnified Party shall deliver to have been advised in writing by counsel that a conflict will arise in the indemnifying party, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by event both the Indemnified Party relating and the Indemnifying Party are represented by the same counsel with respect to the Third Party Claim. If a , in which case such Indemnified Party shall have the right to control the defense of such Third Party Claim is made against an Indemnified Party, and all Losses in connection therewith shall be reimbursed by the indemnifying party will be entitled to participate in the defense thereof and upon notice to the Indemnified Indemnifying Party to assume the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time upon demand of the Indemnified Party. In addition, if the Indemnifying Party fails to give the Indemnified Party the Notice complying with respect to such suit, action or proceeding. If the indemnifying party assumes such defenseprovisions stated above within the stated time period, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume control of the defense of a the Third Party Claim, Claim and all Losses in connection therewith shall be reimbursed by the indemnifying party will not be liable Indemnifying Party from time to time upon the demand of the Indemnified Party. In no event may any Indemnifying Party for settle or compromise any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent. Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party consent of written notice from the an Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requestedParty.

Procedures Relating to Third Party Claims. In order for a If any party or other Person entitled to indemnification under this Article X (the "an “Indemnified Party"”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the indemnifying party in writing of the Third Party Claim within 10 Business Days after receipt by such Indemnified Party of receives written notice of the commencement of any Legal Proceeding or the assertion of any Claim by a third party or the imposition of any penalty or assessment by a Governmental Authority or other Person for which indemnity may be sought under Section 10.01, Section 10.02, Section 10.03 or Section 10.04 (a “Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice”). Thereafter, the Indemnified Party shall deliver promptly provide the party who is obligated to indemnify it (the “Indemnifying Party”) with written notice of such Third Party Claim, stating in reasonable detail the nature, basis and the amount thereof, to the indemnifying partyextent known, within five Business Days after the Indemnified Party's receipt thereof which notice shall be accompanied by copies of all the relevant notices and documents (including court papers) received by the Indemnified Party relating that evidence or relate to the such Third Party Claim. If a Third Party Claim is made against an Indemnified Party; provided, however, that the indemnifying party will be entitled to participate in the defense thereof and upon notice to failure of the Indemnified Party to assume give prompt notice to the defense thereof provided that (i) Indemnifying Party shall not affect the indemnifying party's counsel is reasonably satisfactory to right of the Indemnified Party to be indemnified in respect of such Third Party Claim or related Losses, except to the extent that the Indemnifying Party is actually and (ii) materially prejudiced as a result of the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time failure to time with respect to such suit, action or proceedinggive prompt notice. If the indemnifying party assumes such defense, the Indemnified The Indemnifying Party shall have the right (but not the duty) to participate in assume the defense thereof and of any Third Party Claim with counsel reasonably acceptable to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which by written notice of assumption delivered to the indemnifying party has Indemnified Party within 30 days following the receipt of the written notice of the Third Party Claim referred to above; provided, however, that if, in the reasonable judgment of the Indemnified Party, there exists a material conflict of interest between the Indemnified Party and the Indemnifying Party with respect to such Third Party Claim that would make the assumption of such Third Party Claim inappropriate or inadvisable, (i) the Indemnifying Party shall not assumed the defense thereof. Should the indemnifying party so elect be entitled to assume the defense of a Third Party Claim, (ii) the indemnifying party will defense thereof shall be conducted by the Indemnified Party with counsel reasonably acceptable to the Indemnifying Party and (iii) the Indemnifying Party shall be liable to the Indemnified Party for the reasonable and actual legal expenses incurred by the Indemnified Party in the conduct of the defense thereof (subject to the limitations set forth in Section 10.06). If the Indemnifying Party has assumed the defense of a Third Party Claim, (i) the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with therewith, (ii) the Indemnified Party may retain separate counsel reasonably acceptable to the Indemnifying Party at its sole cost and expense and participate in the defense thereof. Whether or not of the indemnifying party chooses to defend or prosecute any Third Party ClaimClaim (but the Indemnifying Party shall control such defense), all (iii) the Indemnifying Party will not (A) admit to any wrongdoing or (B) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on the part of the parties hereto Indemnified Party, in each case, without the prior written consent of the Indemnified Party (such written consent not to be unreasonably withheld, conditioned or delayed) and (iv) the Indemnified Party shall cooperate in the defense or prosecution thereof. Such cooperation shall include of the Third Party Claim, including through the retention and (upon the indemnifying party's Indemnifying Party’s request) the provision to the indemnifying party Indemnifying Party of records and information which that are reasonably relevant to such the Third Party Claim, and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not If the indemnifying party shall have assumed Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall consent to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may propose and that (i) includes as an unconditional term thereof a complete release of the Indemnified Party and its Affiliates from the Third Party Claim, (ii) does not require the Indemnified Party or its Affiliates to admit to any wrongdoing and (iii) does not impose any equitable relief on the Indemnified Party or its Affiliates that could reasonably be expected to affect the conduct of their business activities in any material respect. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will not admit any liability with respect to, or settle, consent to the entry of any judgment or enter into any settlement with respect to or otherwise compromise or discharge, such the Third Party Claim without the indemnifying party's prior written consentconsent of the Indemnifying Party. Any payment pursuant For the avoidance of doubt, whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party will not be obligated to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party of written notice from indemnify the Indemnified Party stating hereunder for any settlement entered into or any judgment that any Third Party Claim has been paid by any Indemnified Party and was consented to without the amount thereof and prior written consent of the indemnity payment requestedIndemnifying Party.

Procedures Relating to Third Party Claims. (a) In order for a an indemnified party (the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect Article V arising from, by reason of, arising out of or involving a otherwise in connection with an asserted or unasserted claim or demand made or which might be made by any Person against the Indemnified Party indemnified party (a "Third Party Claim"), such Indemnified Party the indemnified party must notify send reasonably prompt notice to the indemnifying party parties in writing of the Third Party Claim within 10 Business Days after receipt Claim, including the nature and basis of such claim to the extent known by such Indemnified Party of written notice of the Third Party Claimindemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall parties have been materially and actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying party, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claimfailure. If a Third Party Claim is made against an Indemnified Partythe indemnified party, the indemnifying party will parties shall be entitled to participate in the defense thereof and, if they so choose and upon notice acknowledge in writing their respective obligation to indemnify the Indemnified Party indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying parties acting together, provided that (i) the indemnifying party's such counsel is reasonably satisfactory acceptable to the Indemnified Party and (ii) indemnified party. Should the indemnifying parties so elect to assume the defense of a Third Party Claim, the indemnifying parties shall not be liable to the indemnified party shall thereafter consult for legal expenses subsequently incurred by the indemnified party in connection with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceedingdefense thereof. If the indemnifying party assumes parties assume such defense, the Indemnified Party indemnified party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying partyparties, it being understood that the indemnifying parties shall control such defense. The indemnifying party parties shall be liable for the fees and expenses of counsel employed by the Indemnified Party indemnified party for any period during which the indemnifying party has not assumed parties have failed to assume the defense thereofthereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). Should Regardless of which party shall assume the defense of such claim, each party shall provide to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claim. (b) Prior to the indemnifying parties notifying the indemnified party of their intention to defend the claim, the indemnified party will defend against such claim as the indemnified party deems appropriate. If the indemnifying [**] - Confidential or proprietary information redacted. parties so elect to assume the defense of a any Third Party Claim, the indemnifying indemnified party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection shall cooperate with the indemnifying parties in the defense or prosecution thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent. Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by consent of the indemnifying parties (which consent shall not be unreasonably withheld). If the indemnifying parties shall have assumed the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of written notice from a Third Party Claim which the Indemnified indemnifying parties may recommend and which by its terms obligates the indemnifying parties to pay the full amount of the liability in connection with such Third Party stating that Claim, which releases the indemnified party completely in connection with such Third Party Claim and which would not otherwise adversely affect the indemnified party. (c) Notwithstanding the foregoing, the indemnifying parties shall not be entitled to assume the defense of any Third Party Claim has been paid (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnifying parties in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party determines, after conferring with its outside counsel, cannot be separated from any Indemnified related claim for money damages without any potential adverse effect to the indemnified party. If such equitable relief or other relief portion of the Third Party and Claim can be so separated from that for money damages, the amount thereof and indemnifying parties shall be entitled to assume the indemnity payment requesteddefense of the portion relating to money damages.

Procedures Relating to Third Party Claims. (a) In order for a an indemnified party (the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect Article V arising from, by reason of, arising out of or involving a otherwise in connection with an asserted or unasserted claim or demand made or which might be made by any Person against the Indemnified Party indemnified party (a "Third Party Claim"), such Indemnified Party the indemnified party must notify send reasonably prompt notice to the indemnifying party parties in writing of the Third Party Claim within 10 Business Days after receipt Claim, including the nature and basis of such claim to the extent known by such Indemnified Party of written notice of the Third Party Claimindemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall parties have been materially and actually prejudiced as a result of such failure (except that the indemnifying failure. Each party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver provide to the indemnifying partyother parties, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by the Indemnified Party relating upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claim. UBS shall defend all Third Party Claim. Claims against it for which it may seek indemnity hereunder or under the License Agreement with a degree of diligence consistent with UBS's customary defense of litigation against it. (b) If a Third Party Claim is made against an Indemnified Partyindemnified party, the indemnified party shall allow the indemnifying party will to consult with the indemnified party regarding the defense of such Third Party Claim, including any settlement thereof, and the indemnifying party shall be entitled to participate in the defense thereof and upon notice to thereof, it being understood that the Indemnified Party to assume the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying indemnified party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceeding. If the indemnifying party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume control the defense of a Third Party Claim, the indemnifying party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consentand shall not be required to take any action that may jeopardize any attorney-client privilege. Any payment pursuant An indemnified party shall not agree to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party of written notice from the Indemnified Party stating that settle any Third Party Claim has been paid by any Indemnified Party and for monetary damages without the amount thereof and consent of the indemnity payment requestedindemnifying party (which consent shall not be unreasonably withheld or delayed).

Procedures Relating to Third Party Claims. In order for a (i) A party seeking indemnification pursuant to Section 9.02 (the a) or 9.02 (b) (an "Indemnified Party") shall give prompt notice to be entitled to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any indemnification provided for under this Agreement claim or assessment, or the commencement of any action, suit or other proceeding, by a third party in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party which indemnity may be sought hereunder (a "Third Party Claim")) and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, such Indemnified Party must notify the indemnifying party in writing of the Third Party Claim within 10 Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that but no failure to give such notification notice shall not affect relieve the indemnification provided Indemnifying Party of any liability hereunder (except to the extent the indemnifying party Indemnifying Party has suffered actual and material prejudice thereby). The Indemnifying Party shall have been actually prejudiced as a result of such failure the right, exercisable by written notice (except that the indemnifying party shall not be liable for any expenses incurred during the period in which "Notice") to the Indemnified Party failed within 14 days of receipt of notice from the Indemnified Party of commencement of or assertion of any Third Party Claim, to give assume the defense of such notice). ThereafterThird Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, that the Indemnified Party shall deliver not have the right to the indemnifying party, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by assume a Third Party Claim if the Indemnified Party relating shall have been advised by counsel that under applicable standards of professional responsibility, a conflict will arise in the event both the Indemnified Party and the Indemnifying Party are represented by the same counsel with respect to the Third Party Claim. If a , in which case such Indemnified Party shall have the right to control the defense of such Third Party Claim is made against an Indemnified Party, and all Losses in connection therewith shall be reimbursed by the indemnifying party will be entitled to participate in the defense thereof and upon notice to the Indemnified Indemnifying Party to assume the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time upon demand of the Indemnified Party. In addition, if the Indemnifying Party fails to give the Indemnified Party the Notice complying with respect to such suit, action or proceeding. If the indemnifying party assumes such defenseprovisions stated above within the stated time period, the Indemnified Party shall have the right to assume control of the defense of the Third Party Claim and all Losses in connection therewith shall be reimbursed by the Indemnifying Party from time to time upon the demand of the Indemnified Party. (but not ii) The Indemnifying Party or the duty) Indemnified Party, as the case may be, shall in any event have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume in the defense of a Third Party Claim, the indemnifying party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party ClaimClaim which the other is defending. (iii) The Indemnifying Party, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party if it shall have assumed the defense of a any Third Party ClaimClaim in accordance with the terms hereof, shall have the right, upon 30-days prior written notice to the Indemnified Party shall not admit any liability Party, to consent to the entry of judgment with respect to, or otherwise settle, compromise or discharge, such Third Party Claim without unless (i) the indemnifying party's prior written consent. Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by Third Party Claim involves equitable or other non-monetary damages, (ii) in the indemnifying party reasonable judgment of written notice from the Indemnified Party stating that such settlement would have a continuing material adverse effect on the business of the Indemnified Party (and, if such Indemnified Party is Buyer, on the business or operations of the Companies) (including any material impairment of relationships with customers or suppliers) or (iii) the Indemnifying Party is not obligated to pay the full amount of the liability in connection with such Third Party Claim, in which cases such settlement only may be made with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate (A) if the Indemnifying Party fails to assume the defense in accordance with the terms hereof or (B) to the extent such Third Party Claim involves equitable or other non-monetary relief, and shall have the right to settle any Third Party Claim has been paid by any Indemnified Party and involving monetary damages with the amount thereof and consent of the indemnity payment requestedIndemnifying Party, which consent shall not be unreasonably withheld.

Procedures Relating to Third Party Claims. In order for a party Party (the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the indemnifying party Party in writing of the Third Party Claim within 10 ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party Party shall have been actually prejudiced as a result of such failure (except that the indemnifying party Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying partyParty, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Party, the indemnifying party Party will be entitled to participate in the defense thereof and upon notice to the Indemnified Party to assume the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceeding. If the indemnifying party Party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying partyParty. The indemnifying party Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party Party has not assumed the defense thereof. Should the indemnifying party Party so elect to assume the defense of a Third Party Claim, the indemnifying party Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party Party chooses to defend or prosecute any Third Party Claim, all of the parties Parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying partyParty's request) the provision to the indemnifying party Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying partyParty's prior written consent. Any payment pursuant to this Section 11.5 9.4 shall be made not later than 15 days after receipt by the indemnifying party Party of written notice from the Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requested.

Procedures Relating to Third Party Claims. (a) In order for a party Buyer Indemnitees or Seller Indemnitees, as the case may be, (the "Indemnified Party"“indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of of, or involving a claim or demand made by any Person against the Indemnified Party indemnified party (a "“Third Party Claim"”), such Indemnified Party indemnified party must notify the indemnifying party in writing writing, and in reasonable detail, of the Third Party Claim within 10 thirty (30) Business Days after receipt by such Indemnified Party indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have demonstrates that it has been actually prejudiced as a result of such failure (except that or to the indemnifying party shall not be liable for any expenses incurred during extent such failure extends beyond the applicable survival period set forth in which the Indemnified Party failed to give such notice)Section 7.1. Thereafter, the Indemnified Party indemnified party shall deliver to the indemnifying party, within five ten (10) Business Days after the Indemnified Party's indemnified party’s receipt thereof thereof, copies of all notices and documents (including court papersdocuments) received by the Indemnified Party indemnified party relating to the Third Party Claim. If a . (b) The indemnifying party shall have the right, at its option and expense, to take exclusive control of the defense, negotiation and settlement of any Third Party Claim is made against an Indemnified PartyClaim, by giving written notice to the indemnified party within twenty (20) days after the indemnified party has notified the indemnifying party with respect to such Third Party Claim. In such case, the indemnifying party will be entitled shall defend the indemnified party against the matter with counsel of the indemnifying party’s choice reasonably satisfactory to the indemnified party, keep the indemnified party regularly informed and shall consult with it with respect thereto and shall act reasonably in accordance with its good faith judgment. In such case, the indemnified party (i) shall execute all necessary documents to enable the indemnifying party to act on their behalf and (ii) shall reasonably cooperate with the indemnifying party including giving it and its designees access, upon prior notice and during regular business hours, to all relevant documents, books and records (with the right to photocopy such documents, books and records) and to employees. Table of Contents Notwithstanding the indemnifying party’s election to assume the defense of such Third Party Claim or anything to the contrary herein, the indemnified party shall have, upon giving prior written notice to the indemnifying party, the right to employ separate counsel and to participate in the defense thereof and upon notice to the Indemnified Party to assume the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceeding. If the indemnifying party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed bear the defense reasonable fees, costs, and expenses of such separate counsel for the indemnified party in each jurisdiction if, but only if, the indemnified party has reasonably concluded in good faith upon and in conformity with the advice of counsel that an actual or potential conflict of interest (including one or more legal defenses or counterclaims available to it) makes it inappropriate in the reasonable judgment of the indemnified party (upon and in conformity with the advice of counsel) for the same counsel to represent both the indemnified party and the indemnifying party. (c) If the indemnifying party elects not to or fails to defend a Third Party Claim, or to employ counsel reasonably satisfactory to the Indemnified indemnified party, in either case within such twenty (20) day period, then the reasonable fees and disbursements of counsel for the indemnified party shall constitute Buyer Damages or Seller Damages, as applicable, (as incurred); provided, however, that the fees and disbursements of not more than one (1) counsel for all indemnified parties in any jurisdiction in any single Third Party Claim shall constitute such Buyer Damages or Seller Damages, as applicable. In such case, the indemnified party shall keep the indemnifying party regularly informed of the progress of the action, shall provide in due course the indemnifying party with any material document, evidence or other pleadings issued or received (such documents, evidence and pleadings to be kept confidential in accordance with Section 6.2 and shall take into consideration the recommendations of the indemnifying party, if any. Furthermore, the indemnified party shall act reasonably and in its good faith judgment. (d) In any Third Party Claim, the indemnified party or the indemnifying party, whichever is not admit assuming the defense of such action, will have the right to participate in such matter and to retain its own counsel at such party’s own expense. (e) No indemnified party may settle or compromise any liability Third Party Claim or consent to the entry of any judgment with respect to, or settle, compromise or discharge, such to any Third Party Claim without the indemnifying party's prior written consent. Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by consent of the indemnifying party (which will not be unreasonably withheld or delayed), unless such settlement, compromise or consent includes an unconditional release of obligations under this Article 7 with respect to the Third Party Claim. The indemnifying party may not, without the prior written notice from consent of the Indemnified Party stating that indemnified party (which will not be unreasonably withheld or delayed), settle or compromise any Third Party Claim has been paid by or consent to the entry of any Indemnified judgment with respect to any Third Party Claim unless (i) such settlement, compromise or consent includes an unconditional release of the indemnified party and its officers, directors, employees and Affiliates from all liability arising out of such Third Party Claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the amount thereof indemnified party, and (iii) does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the indemnity payment requestedbusiness of the indemnified party.

Procedures Relating to Third Party Claims. (a) In order for a party NIVS Indemnified Party or a Shareholder Indemnified Party, as the case may be, (the "Indemnified Party"“indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of of, or involving a claim or demand made by any Person against the Indemnified Party indemnified party (a "“Third Party Claim"”), such Indemnified Party indemnified party must notify the indemnifying party in writing writing, and in reasonable detail, of the Third Party Claim within 10 Business Days thirty (30) business days after receipt by such Indemnified Party indemnified party of written notice of the Third Party ClaimClaim (the “Claim Notice”); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have demonstrates that it has been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party indemnified party failed to give such Claim Notice to the extent such expenses resulted from such failure to give notice). Thereafter, the Indemnified Party indemnified party shall deliver to the indemnifying party, within five Business Days ten (10) business days after the Indemnified Party's indemnified party’s receipt thereof thereof, copies of all notices and documents (including court papersdocuments) received by the Indemnified Party indemnified party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Partyindemnified party, the indemnified party shall be entitled to conduct and control, through counsel of its choosing, the defense of any Third Party Claim. (b) The indemnified party may compromise or settle any Third Party Claim so long as the indemnified party gives the indemnifying party will be entitled advance notice of any proposed compromise or settlement. The indemnified party shall permit the indemnifying party to participate in the defense thereof and upon notice to the Indemnified of any Third Party to assume the defense thereof provided that (i) Claim through counsel chosen by the indemnifying party's , so long as all fees and expenses of such counsel is reasonably satisfactory are borne by the indemnifying party. If the indemnified party permits the indemnifying party to undertake, conduct, and control the Indemnified defense and settlement of a Third Party and Claim: (iia) the indemnifying party shall thereafter consult with not permit any lien to exist upon any asset of the Indemnified Party upon indemnified party, including, without limitation, the Indemnified Party's request for Acquired Assets, (b) the indemnifying party shall not consent to any compromise or settlement that does not include as an unconditional term of such consultation compromise or settlement the giving of a complete release from time to time liability with respect to such suitThird Party Claim to the indemnified party, action or proceeding. If (c) the indemnifying party assumes such defense, shall permit the Indemnified Party shall have the right (but not the duty) indemnified party to participate in the such defense thereof and to employ counsel, at its own expense, separate from the or settlement through counsel employed chosen by the indemnifying indemnified party. The , and (d) the indemnifying party shall be liable agree promptly to reimburse the indemnified party for the full amount of any damages, including fees and expenses of counsel employed by for the Indemnified Party for any period during which indemnified party. (c) If the indemnified party permits the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume the defense of a any Third Party Claim, the indemnifying indemnified party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection shall cooperate with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's ’s reasonable 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 reasonable basis to provide additional information and explanation of any material provided hereunder. Whether . (d) Within ten (10) business days or not the indemnifying party shall have assumed the defense receipt of a Third Party ClaimClaim Notice, the Indemnified Party shall not admit any liability with respect toShareholder, Shareholder Principal, or settleNIVS, compromise as the case may be, shall deliver to the Shareholder, Shareholder Principal, or dischargeNIVS, as the case may be, a notice (“Objection Notice”) stating they intend to contest the claim (a “Contest”) or to accept liability thereunder. (e) If the Shareholder, Shareholder Principal, or NIVS, as the case may be, do not give an Objection Notice within that ten (10) business day period, the Shareholder, Shareholder Principal, or NIVS, as the case may be, will be deemed to accept liability as it relates to such Third Party Claim without claim. (f) If NIVS gives a timely Objection Notice, then within thirty (30) business days of the indemnifying party's prior written consentreceipt thereof, the Shareholder, Shareholder Principal, or NIVS, as the case may be, shall select an independent arbitrator (the “Independent Arbitrator”). Any payment pursuant to this Section 11.5 The Independent Arbitrator shall be made selected by the mutual agreement of the Shareholder, Shareholder Principal, or NIVS, as the case may be. If the parties cannot later than 15 agree on the identity of an Independent Arbitrator within ten (10) business days of the date of an Objection Notice, then the Independent Arbitrator will be determined by an arbitrator selected by the Shareholder Principal and an arbitrator selected by NIVS. The decision of the Independent Arbitrator shall be borne as directed by him. The Shareholder, Shareholder Principal, or NIVS, as the case may be, shall be entitled to make such representation and provide such information and reports to the Independent Arbitrator within twenty (20) business days of the date of agreement or, if later, determination of the identity of the Independent Arbitrator. The Shareholder, Shareholder Principal, or NIVS, as the case may be, shall use their respective commercially reasonable efforts to procure that the Independent Arbitrator issues his/her ruling within thirty (30) business days after receipt by the indemnifying party of written notice from the Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requestedmatter is submitted to him/her for consideration.

Procedures Relating to Third Party Claims. In order for a party (Any Indemnified Party proposing to assert the "Indemnified Party") right to be entitled to any indemnification provided for indemnified under this Contribution Agreement shall, promptly after receipt of notice of commencement of any action by a third party against such Indemnified Party in respect of, arising out of or involving which a claim or demand for indemnification is to be made under this Contribution Agreement by any Person an Indemnified Party against the Indemnified Party Indemnifying Parties (a "Third Party Claim"), such Indemnified Party must notify the indemnifying party in writing Indemnifying Parties of the commencement of such Third Party Claim within 10 Business Days after receipt by such Indemnified Party of through written notice describing it with reasonable specificity and enclosing a copy of the Third Party Claimall papers served; provided, however, that the failure so to give such notification notify the Indemnifying Parties shall not affect relieve the indemnification provided hereunder Indemnifying Parties from any liability which they may have under this Contribution Agreement (except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that to notify materially prejudices the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed Indemnifying Parties' ability to give defend such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying party, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim) or from any liability which the Indemnifying Parties may otherwise have. If a any such Third Party Claim is made brought against an any of the Indemnified PartyParties and such Indemnified Parties notify the Indemnifying Parties of its commencement in accordance herewith, the indemnifying party will Indemnifying Parties shall be entitled to participate in and, to the defense thereof and upon extent that the Indemnifying Parties elect by delivering written notice to such Indemnified Parties promptly after receiving notice of the commencement of the action from the Indemnified Party to assume the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suitParties, action or proceeding. If the indemnifying party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume the defense of a the action and after notice from the Indemnifying Parties to the Indemnified Parties of their election to assume the defense of any Third Party Claim, the indemnifying party Indemnifying Parties will not be liable to the Indemnified Party Parties for any legal or other expenses subsequently incurred except as provided below. If the Indemnifying Parties assume the defense, the Indemnifying Parties shall have the right to settle such action without the consent of the Indemnified Parties; provided, however, that the Indemnifying Parties shall be required to obtain such consent if the settlement includes (i) any admission of wrongdoing on the part of the Indemnified Parties, (ii) any decree or restriction on the Indemnified Parties or (iii) an obligation of the Indemnified Parties to pay any money that is not otherwise indemnified by the Indemnifying Parties; provided further, however, that none of the Indemnifying Parties, in the defense of any such action shall, except with the consent of the Indemnified Parties, consent to entry of any judgment or enter into any settlement that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Parties of a release from all liability with respect to such action, or (ii) contains obligations other than with respect to the payment of money. The Indemnified Parties shall have the right to employ their own counsel in any such action, but the fees, expenses and other charges of such counsel shall be at the expense of such Indemnified Parties unless (i) the employment of counsel by the Indemnified Party Parties has been authorized in connection with writing by the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party ClaimIndemnifying Parties, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's requestii) the provision Indemnified Parties have reasonably concluded (based on written advice of counsel to the indemnifying party Indemnified Parties) that there may be legal defenses available to them that are different from or in addition to and inconsistent with those available to the Indemnifying Parties, (iii) a conflict or potential conflict exists (based on written advice of records counsel to the Indemnified Parties) between the Indemnified Parties and information the Indemnifying Parties (in which are reasonably relevant case the Indemnifying Parties will not have the right to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed direct the defense of a Third Party Claim, such action on behalf of the Indemnified Party Parties) or (iv) the Indemnifying Parties have not in fact employed counsel to assume the defense of such action within a reasonable time (not to exceed 10 days) after receiving notice of the commencement of the action from the Indemnified Parties in accordance herewith, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the Indemnifying Parties and shall not admit any liability with respect to, or settle, compromise or discharge, such promptly be paid by each of the Indemnifying Parties as they become due and payable in advance of the final disposition of the Third Party Claim without to the indemnifying party's fullest extent and in the manner permitted by law; provided, however, that in no event shall any contingent fee arrangement be considered reasonable. Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to advance any expenses or costs prior written consent. Any payment to receipt of an undertaking by or on behalf of the Indemnified Parties to repay any expenses advanced if it shall ultimately be determined that the Indemnified Parties are not entitled to be indemnified against such expense pursuant to the last sentence of this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party of written notice from the Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requested9.

Procedures Relating to Third Party Claims. (A) In order for a an indemnified party (the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect Article V arising from, by reason of, arising out of or involving a otherwise in connection with an asserted or unasserted claim or demand made or which might be made by any Person against the Indemnified Party indemnified party (a "Third Party Claim"), such Indemnified Party the indemnified party must notify send reasonably prompt notice to the indemnifying party parties in writing of the Third Party Claim within 10 Business Days after receipt Claim, including the nature and basis of such claim to the extent known by such Indemnified Party of written notice of the Third Party Claimindemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall parties have been materially and actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying party, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claimfailure. If a Third Party Claim is made against an Indemnified Partythe indemnified party, the indemnifying party will parties shall be entitled to participate in the defense thereof and, if they so choose and upon notice acknowledge in writing their respective obligation to indemnify the Indemnified Party indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying parties acting together, provided that (i) the indemnifying party's such counsel is reasonably satisfactory acceptable to the Indemnified Party and (ii) indemnified party. Should the indemnifying parties so elect to assume the defense of a Third Party Claim, the indemnifying parties shall not be liable to the indemnified party shall thereafter consult for legal expenses subsequently incurred by the indemnified party in connection with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceedingdefense thereof. If the indemnifying party assumes parties assume such defense, the Indemnified Party indemnified party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying partyparties, it being understood that the indemnifying parties shall control such defense. The indemnifying party parties shall be liable for the fees and expenses of counsel employed by the Indemnified Party indemnified party for any period during which the indemnifying party has not assumed parties have failed to assume the defense thereofthereof (as well as during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). Should Regardless of which party shall assume the defense of such claim, each party shall provide to the other parties, upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claim. (B) Prior to the indemnifying parties notifying the indemnified party of their intention to defend the claim, the indemnified party will defend against such claim as the indemnified party deems appropriate. If the indemnifying parties so elect to assume the defense of a any Third Party Claim, the indemnifying indemnified party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection shall cooperate with the indemnifying parties in the defense or prosecution thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent. Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by consent of the indemnifying parties (which consent shall not be unreasonably withheld). If the indemnifying parties shall have assumed the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of written notice from a Third Party Claim which the Indemnified indemnifying parties may recommend and which by its terms obligates the indemnifying parties to pay the full amount of the liability in connection with such Third Party stating that Claim, which releases the indemnified party completely in connection with such Third Party Claim and which would not otherwise adversely affect the indemnified party. (C) Notwithstanding the foregoing, the indemnifying parties shall not be entitled to assume the defense of any Third Party Claim has been paid (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnifying parties in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party determines, after conferring with its outside counsel, cannot be separated from any Indemnified related claim for money damages without any potential adverse effect to the indemnified party. If such equitable relief or other relief portion of the Third Party and Claim can be so separated from that for money damages, the amount thereof and indemnifying parties shall be entitled to assume the indemnity payment requesteddefense of the portion relating to money damages.

Procedures Relating to Third Party Claims. (a) In order for to be entitled to indemnification under this Article 10 in connection with a party claim made by any Person against any other Person with respect to which that other Person (the an "Indemnified Party") to be is entitled to indemnification pursuant to this Article 10 (any indemnification provided for under this Agreement in respect ofsuch claim, arising out of or involving a claim or demand made by any Person against the Indemnified Party (a "Third Third-Party Claim"), such that Indemnified Party must do the following: (1) notify the indemnifying party Person or Persons obligated to indemnify it (the "Indemnifying Party") in writing writing, and in reasonable detail, of the Third that Third-Party Claim as soon as possible but in any event within 10 20 Business Days after receipt by such Indemnified Party of written notice of the Third that Third-Party Claim; provided, however, except -------------------------------------------------------------------------------- * Material omitted pursuant to a request for confidential treatment. The omitted material had been filed with the Securities and Exchange Commission. that any failure to give any such notification shall not will only affect the indemnification provided hereunder except Indemnifying Party's obligation to indemnify the extent Indemnified Party if the indemnifying party shall have Indemnifying Party has been actually prejudiced as a result of such failure that failure; and (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall 2) deliver to the indemnifying party, Indemnifying Party as soon as possible but in any event within five 20 Business Days after the Indemnified Party's receipt thereof copies Party receives them a copy of all notices and documents (including court papers) received by the delivered to that Indemnified Party relating to the Third that Third-Party Claim. If . (b) In the event of a Third Third-Party Claim is made against an one or more Indemnified PartyParties, the indemnifying party will be entitled to Indemnifying Party may participate in the defense thereof and upon notice to the Indemnified of that Third-Party to Claim and, if it so chooses, assume at its expense the defense thereof provided of that (i) Third-Party Claim with counsel selected by the indemnifying party's counsel is Indemnifying Party and reasonably satisfactory to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceeding. If the indemnifying party assumes such defense, the Indemnified Indemnifying Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect elects to assume the defense of a Third Third-Party Claim, the indemnifying party Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereofof that Third-Party Claim, except that if, under applicable standards of professional conduct, there exists a conflict on any significant issue between the Indemnified Party and the Indemnifying Party in connection with that Third-Party Claim, the Indemnifying Party shall pay the reasonable fees and expenses of one additional counsel to act with respect to that issue to the extent necessary to resolve that conflict. (c) If the Indemnifying Party assumes defense of any Third-Party Claim, the Indemnified Party will be entitled to participate in the defense of that Third-Party Claim and to employ counsel, at its own expense, separate from counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will be entitled to control that defense. Whether or The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party did not assume the indemnifying party defense of any Third-Party Claim (other than during any period in which the Indemnified Party failed to give notice of the Third-Party Claim as provided above and a reasonable period after such notice). (d) If the Indemnifying Party chooses to defend or prosecute any Third a Third-Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention of that Third-Party Claim, including by retaining and (upon the indemnifying party's request) the provision providing to the indemnifying party of Indemnifying Party records and information which are reasonably relevant to such Third that Third-Party Claim, and making employees available on a mutually reasonably convenient basis basis. (e) If the Indemnifying Party chooses to provide additional information and explanation defend or prosecute any Third-Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of that Third-Party Claim that the Indemnifying Party recommends, except that the Indemnifying Party may not without the Indemnified Party's prior written consent agree to entry of any material provided hereunderjudgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term that each claimant or plaintiff give to the Indemnified Party a release from all liability with respect to that Third-Party Claim. Whether or not the indemnifying party shall have Indemnifying Party has assumed the defense of a Third Third-Party Claim, -------------------------------------------------------------------------------- * Material omitted pursuant to a request for confidential treatment. The omitted material had been filed with the Securities and Exchange Commission. the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third that Third-Party Claim without the indemnifying partyIndemnifying Party's prior written consent. Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party of written notice from the Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requested.

Procedures Relating to Third Party Claims. In order for a party An Indemnified Party shall give reasonably prompt notice to the Party from whom such indemnification is sought (the "Indemnified “Indemnifying Party"”) to be entitled to of the assertion of any indemnification provided for under this Agreement claim or assessment, or the commencement of any action, suit or proceeding, by a third party in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party which indemnity may be sought hereunder (a "“Third Party Claim")”) and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, such Indemnified Party must notify the indemnifying party in writing of the Third Party Claim within 10 Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that but no failure to give such notification notice shall not affect relieve the indemnification provided Indemnifying Party of any liability hereunder (except to the extent the indemnifying party shall have Indemnifying Party has been actually prejudiced as a result of such failure thereby). The Indemnifying Party shall have the right, exercisable by written notice (except that the indemnifying party shall not be liable for any expenses incurred during the period in which “Indemnification Notice”) to the Indemnified Party failed to give such notice). Thereafter, within 30 days of receipt of notice from the Indemnified Party shall deliver of commencement of or assertion of any Third Party Claim, to assume the indemnifying partydefense of such Third Party Claim using counsel of its choice, within five Business Days after and the Indemnified Party may participate in such defense at the Indemnified Party's receipt thereof copies ’s expense, which shall include counsel of all notices and documents (including court papers) received by its own choice. If the Indemnifying Party elects not to defend the Indemnified Party relating against such Third Party Claim, whether by failure of the Indemnifying Party to provide the Indemnification Notice or otherwise, or the Indemnified Party has received advice from its external legal counsel that under applicable standards of professional responsibility a conflict will arise in the event both the Indemnified Party and the Indemnifying Party are represented by the same counsel with respect to the Third Party Claim. If a Third Party Claim is made against an , then the Indemnified Party, without waiving any rights against the indemnifying party will be entitled to participate Indemnifying Party, may employ counsel of its own choice and at the expense of the Indemnifying Party. The Indemnifying Party may not settle any matter (in whole or in part) without the defense thereof and upon notice to consent in writing of the Indemnified Party to assume (which shall not be unreasonably withheld), unless such settlement does not involve any relief other than the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party payment of monetary damages, includes a complete and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon unconditional release of the Indemnified Party's request for such consultation from time , does not admit liability on the part of or attribute fault to time any Party or its Affiliates, and contains a provision requiring confidentiality with respect to such suit, action or proceedingthe facts and circumstances of the dispute and of the existence and amount of the settlement. If the indemnifying party assumes such defense, the The Indemnified Party shall have make its employees available and furnish such information regarding itself or the right (but not claim in question as the duty) to participate Indemnifying Party may reasonably request in the defense thereof writing and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party as shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party reasonably required in connection with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention such claim and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent. Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party of written notice from the Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requestedLegal Proceeding resulting therefrom.

Procedures Relating to Third Party Claims. (a) In order for a party Person (the "Indemnified Partyindemnified party") ), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party indemnified party (a "Third Party Claim"), such Indemnified Party indemnified party must notify the indemnifying party in writing writing, and in reasonable detail, of the Third Party Claim within 10 ten (10) Business Days after receipt by such Indemnified Party indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party indemnified party failed to give such notice). Thereafter, the Indemnified Party indemnified party shall deliver to the indemnifying party, within five Business Days promptly after the Indemnified Partyindemnified party's receipt thereof thereof, copies of all notices and documents (including court papers) received by the Indemnified Party indemnified party relating to the Third Party Claim. . (b) If a Third Party Claim is made against an Indemnified Partyindemnified party, the indemnifying party will be entitled to participate in the defense thereof and upon notice to the Indemnified Party and, if it so chooses, to assume the defense thereof provided with counsel selected by the indemnifying party; provided, however, that the indemnifying party shall have the right to assume the defense only if (i) the indemnifying party's it obtains counsel that is reasonably satisfactory to the Indemnified Party and indemnified party; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; and (iii) the indemnifying party shall thereafter consult conducts the defense of the claim diligently. Should the indemnifying party so assume the defense of a Third Party Claim, the indemnifying party will not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceedingdefense thereof. If the indemnifying party assumes such defense, the Indemnified Party indemnified party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party indemnified party for any period during which the indemnifying party has not assumed the defense thereof. Should thereof (other than during any period in which the indemnifying indemnified party so elect shall have failed to assume give notice of the defense of a Third Party Claim, the indemnifying party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereofClaim as provided above). Whether or not If the indemnifying party chooses to defend or prosecute any a Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information 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. If the indemnifying party chooses to defend or prosecute any Third Party Claim, the indemnified party will agree to any settlement, compromise or discharge of such Third Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim and provides for a full and unconditional release of the indemnified party from any Liability with respect to such Third Party Claim. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent. Any payment pursuant consent (which consent shall not be unreasonably withheld). (c) Notwithstanding anything to this the contrary contained in Section 11.5 shall be made not later than 15 days after receipt by 8.7(b), in the indemnifying party of written notice from the Indemnified Party stating event that both Seller and Purchaser are in any Third Party Claim has been paid relating to Product Liabilities and such claim does not relate exclusively to the period of time during which Products were sold by Seller or the period of time during which Products were sold by Purchaser, the provisions of Section 8.7(b) shall not apply to the defense of such Third Party Claim and, unless the parties otherwise agree in writing, each of Seller and Purchaser shall assume the defense of such claim on its own behalf and employ counsel, at its own expense, separate from the counsel employed by the other, it being understood that each party shall control its own defense. The parties shall nevertheless cooperate in the defense or prosecution of the Third Party Claim. Such cooperation shall include the retention and, upon either party's request, the provision to such 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 Indemnified material provided hereunder. (d) Each party hereby agrees to use commercially reasonable efforts to enforce any rights it may have to indemnification from third Persons with respect to Product Liabilities that are the subject of any Third Party and the amount thereof and the indemnity payment requestedClaim.

Procedures Relating to Third Party Claims. (OTHER THAN ----------------------------------------------------- TAX CONTROVERSIES AND ENVIRONMENTAL LIABILITIES). ------------------------------------------------ (a) In order for a party Person (the "Indemnified Partyindemnified party") ), to be entitled to ----------------- any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party indemnified party (other than a Tax Controversy or Environmental Liability, procedures for which are specified in Section 5.14(l) in the case of Tax Controversies and Section 8.9 in the case of Environmental Liabilities) (a "Third Party Claim"), such Indemnified Party indemnified ----------------- party must notify the indemnifying party in writing writing, and in reasonable detail, of the Third Party Claim within 10 Business Days business days after receipt by such Indemnified Party indemnified party of written notice of the Third Party Claim; provided, however, that -------- ------- failure to give such notification shall not affect the indemnification provided hereunder except to the extent 105 the indemnifying party shall have been actually prejudiced as a result of such failure failure, including loss of any rights of subrogation (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party indemnified party failed to give such notice). Thereafter, the Indemnified Party indemnified party shall deliver to the indemnifying party, within five Business Days promptly after the Indemnified Partyindemnified party's receipt thereof thereof, copies of all notices and documents (including court papers) received by the Indemnified Party indemnified party relating to the Third Party Claim. . (b) If a Third Party Claim is made against an Indemnified Partyindemnified party, the indemnifying party will be entitled to participate in the defense thereof and upon notice to the Indemnified Party and, if it so chooses, to assume the defense thereof provided that (i) with counsel selected by the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) . If the indemnifying party shall thereafter consult so elects to assume the defense of a Third Party Claim, the indemnifying party will not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceedingdefense thereof. If the indemnifying party assumes such defense, the Indemnified Party indemnified party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party indemnified party for any period during which the indemnifying party has not assumed the defense thereof. Should thereof (other than during any period in which the indemnifying indemnified party so elect shall have failed to assume give notice of the defense of a Third Party Claim, the indemnifying party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereofClaim as provided above). Whether or not If the indemnifying party chooses to defend or prosecute any a Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information 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. If the indemnifying party chooses to defend or prosecute any Third Party Claim, the indemnified party will agree to any settlement, compromise or discharge of such Third Party Claim which the indemnifying party may recommend, which involves no order for non-monetary relief, will not result in the indemnified party being bound by principles of res judicata or collateral estoppel in defending other similar claims and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim or, if such settlement, compromise or discharge does not require full payment of such liability, the indemnified party shall have the right to consent to such settlement, compromise or discharge, which consent may not be unreasonably withheld. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consentconsent (which consent shall not be unreasonably withheld). Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party of written notice from the Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requested.106

Procedures Relating to Third Party Claims. In order for a A party seeking indemnification pursuant to this Section 8 (the an "Indemnified Party") shall give prompt notice to be entitled to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any indemnification provided for under this Agreement claim or assessment, or the commencement of any action, suit or proceeding, by a third party in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party which indemnity may be sought hereunder (a "Third Party Claim")) and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, such Indemnified Party must notify the indemnifying party in writing of the Third Party Claim within 10 Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that but no failure to give such notification notice shall not affect relieve the indemnification provided Indemnifying Party of any liability hereunder (except to the extent the indemnifying party Indemnifying Party has suffered actual and material prejudice thereby). The Indemnifying Party shall have been actually prejudiced as a result of such failure the right, exercisable by written notice (except that the indemnifying party shall not be liable for any expenses incurred during the period in which "Notice") to the Indemnified Party failed within fourteen (14) days of receipt of notice from the Indemnified Party of commencement of or assertion of any Third Party Claim, to give assume the defense of such notice). ThereafterThird Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, that the Indemnifying Party shall not have the right to assume a Third Party Claim if the Indemnified Party shall deliver to have been advised in writing by counsel that a conflict will arise in the indemnifying party, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by event both the Indemnified Party relating and the Indemnifying Party are represented by the same counsel with respect to the Third Party Claim. If a , in which case such Indemnified Party shall have the right to control the defense of such Third Party Claim is made against an Indemnified Party, and all Losses in connection therewith shall be reimbursed by the indemnifying party will be entitled to participate in the defense thereof and upon notice to the Indemnified Indemnifying Party to assume the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time upon demand of the Indemnified Party. In addition, if the Indemnifying Party fails to give the Indemnified Party the Notice complying with respect to such suit, action or proceeding. If the indemnifying party assumes such defenseprovisions stated above within the stated time period, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume control of the defense of a the Third Party Claim, Claim and all Losses in connection therewith shall be reimbursed by the indemnifying party will not be liable Indemnifying Party from time to time upon the demand of the Indemnified Party. In no event may any Indemnifying Party for settle or compromise any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent. Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party consent of written notice from the an Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requestedParty.

Procedures Relating to Third Party Claims. (a) In order for a an indemnified party (the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect Article XIX arising from, by reason of, arising out of or involving a otherwise in connection with an asserted or unasserted claim or demand made or which might be made by any Person against the Indemnified Party indemnified party (a "Third Party Claim"), such Indemnified Party the indemnified party must notify send reasonably prompt notice to the indemnifying party parties in writing of the Third Party Claim within 10 Business Days after receipt Claim, including the nature and basis of such claim to the extent known by such Indemnified Party of written notice of the Third Party Claimindemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall parties have been materially and actually prejudiced as a result of such failure (except that the indemnifying failure. Each party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver provide to the indemnifying partyother parties, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by the Indemnified Party relating upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control that are reasonably necessary to verify such claim. UBS shall defend all Third Party Claim. Claims against it for which it may seek indemnity hereunder or under the Master Agreement with a degree of diligence consistent with UBS's customary defense of litigation against it. (b) If a Third Party Claim is made against an Indemnified Partyindemnified party, the indemnified party shall allow the indemnifying party will to consult with the indemnified party regarding the defense of such Third Party Claim, including any settlement thereof, and the indemnifying party shall be entitled to participate in the defense thereof and upon notice to thereof, it being understood that the Indemnified Party to assume the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying indemnified party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceeding. If the indemnifying party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume control the defense of a Third Party Claim, the indemnifying party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consentand shall not be required to take any action that may jeopardize any attorney-client privilege. Any payment pursuant An indemnified party shall not agree to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party of written notice from the Indemnified Party stating that settle any Third Party Claim for monetary damages without the consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed). (c) In the event an action is commenced against UBS or a UBS Affiliate for infringement of Intellectual Property Rights for which indemnity is due under this Article XIX, then (a) in the case such action is brought in the courts of a state of the United States, UBS or the UBS Affiliate defendant will promptly seek removal to an appropriate United States District Court for subsequent referral to the Bankruptcy Court, and Enron will take all actions reasonably appropriate to support and justify such removal and referral to the Bankruptcy Court, on the grounds, among others, that Enron is a necessary party to the action, that the success of the transaction is essential to its reorganization, and that the bankruptcy court has been paid by any Indemnified Party "related to" jurisdiction over the dispute under 28 U.S.C. ss. 157 and (b) in the case such action is brought in a United States District Court, then UBS or the UBS Affiliate defendant will move to stay the action in such district court and the amount thereof Enron Parties will simultaneously commence a declaratory judgment action in the Bankruptcy Court against the plaintiff, seeking adjudication of the dispute between the plaintiff and UBS or the indemnity payment requestedUBS Affiliate defendant, as to which the Enron Parties have or may reasonably be expected to have an indemnification obligation, on the same grounds.

Procedures Relating to Third Party Claims. In order for a A party seeking indemnification pursuant to Section 9.1 or 9.2 (the an "Indemnified Party") shall give prompt notice to be entitled to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any indemnification provided for under this Agreement claim or assessment, or the commencement of any action, suit or proceeding, by a third party in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party which indemnity may be sought hereunder (a "Third Party Claim")) and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, such Indemnified Party must notify the indemnifying party in writing of the Third Party Claim within 10 Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that but no failure to give such notification notice shall not affect relieve the indemnification provided Indemnifying Party of any liability hereunder (except to the extent the indemnifying party Indemnifying Party has suffered actual and material prejudice thereby). The Indemnifying Party shall have been actually prejudiced as a result of such failure the right, exercisable by written notice (except that the indemnifying party shall not be liable for any expenses incurred during the period in which "Notice") to the Indemnified Party failed within 14 days of receipt of notice from the Indemnified Party of commencement of or assertion of any Third Party Claim, to give assume the defense of such notice). ThereafterThird Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, that the Indemnifying Party shall not have the right to assume a Third Party Claim if the Indemnified Party shall deliver to have been advised in writing by counsel that a conflict will arise in the indemnifying party, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by event both the Indemnified Party relating and the Indemnifying Party are represented by the same counsel with respect to the Third Party Claim. If a , in which case such Indemnified Party shall have the right to control the defense of such Third Party Claim is made against an Indemnified Party, and all Losses in connection therewith shall be reimbursed by the indemnifying party will be entitled to participate in the defense thereof and upon notice to the Indemnified Indemnifying Party to assume the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time upon demand of the Indemnified Party. In addition, if the Indemnifying Party fails to give the Indemnified Party the Notice complying with respect to such suit, action or proceeding. If the indemnifying party assumes such defenseprovisions stated above within the stated time period, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume control of the defense of a the Third Party Claim, Claim and all Losses in connection therewith shall be reimbursed by the indemnifying party will not be liable Indemnifying Party from time to time upon the demand of the Indemnified Party. In no event may any Indemnifying Party for settle or compromise any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent. Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party consent of written notice from the an Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requestedParty.

Procedures Relating to Third Party Claims. 10.5.1 In order for a party (the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the indemnifying party in writing of the Third Party Claim within 10 ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder under this Agreement except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying party, within five (5) Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. . 10.5.2 If a Third Party Claim is made against an Indemnified Party, the indemnifying party will be entitled to participate in the defense thereof and upon notice to the Indemnified Party to assume the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceeding. If the indemnifying party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information 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 this Agreement. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent. The indemnifying party will not be subject to any liability for any settlement made without its consent, but such consent will not be unreasonably withheld. 10.5.3 Any payment pursuant to this Section 11.5 10.5 shall be made not later than 15 fifteen (15) days after receipt by the indemnifying party of written notice from the Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requested.

Procedures Relating to Third Party Claims. (a) In order for a an indemnified party (the "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect Article IV arising from, by reason of, arising out of or involving a otherwise in connection with an asserted or unasserted claim or demand made or which might be made by any Person against the Indemnified Party indemnified party (a "Third Party Claim"), such Indemnified Party the indemnified party must notify send reasonably prompt notice to the indemnifying party parties in writing of the Third Party Claim within 10 Business Days after receipt Claim, including the nature and basis of such claim to the extent known by such Indemnified Party of written notice of the Third Party Claimindemnified party (the "Indemnification Notice"); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall parties have been materially and actually prejudiced as a result of such failure (except that the indemnifying failure. Each party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver provide to the indemnifying partyother parties, within five Business Days after the Indemnified Party's receipt thereof copies of all notices and documents (including court papers) received by the Indemnified Party relating upon such other parties' written request, reasonable access during normal business hours to the books, records and personnel in their possession or under their control which are reasonable necessary to verify such claim. UBS Canada shall defend all Third Party Claim. Claims against it for which it may seek indemnity hereunder or under the License Agreement with a degree of diligence consistent with UBS's customary defense of litigation against it. (b) If a Third Party Claim is made against an Indemnified Partyindemnified party, the indemnified party shall allow the indemnifying party will to consult with the indemnified party regarding the defense of such Third Party Claim, including any settlement thereof, and the indemnifying party shall be entitled to participate in the defense thereof and upon notice to thereof, it being understood that the Indemnified Party to assume the defense thereof provided that (i) the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying indemnified party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceeding. If the indemnifying party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume control the defense of a Third Party Claim, the indemnifying party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consentand shall not be required to take any action that may jeopardize any attorney-client privilege. Any payment pursuant An indemnified party shall not agree to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party of written notice from the Indemnified Party stating that settle any Third Party Claim has been paid by any Indemnified Party and for monetary damages without the amount thereof and consent of the indemnity payment requestedindemnifying party (which consent shall not be unreasonably withheld or delayed).

Procedures Relating to Third Party Claims. In order for a party Buyer Indemnitees or Seller Indemnitees, as the case may be, (the "Indemnified PartyINDEMNIFIED PARTY") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Party indemnified party (a "Third Party ClaimTHIRD PARTY CLAIM"), such Indemnified Party indemnified party must notify the indemnifying party in writing writing, and in reasonable detail, of the Third Party Claim within 10 Business Days business days after receipt by such Indemnified Party indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party indemnified party failed to give such notice to the extent such expenses resulted from such failure to give notice). Thereafter, the Indemnified Party indemnified party shall deliver to the indemnifying party, within five Business Days business days after the Indemnified Partyindemnified party's receipt thereof thereof, copies of all notices and documents (including court papers) received by the Indemnified Party indemnified party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Partyindemnified party, the indemnifying party will shall be entitled to participate in the defense thereof and, if it so chooses and upon notice acknowledges its obligation to indemnify the Indemnified Party indemnified party therefor, to assume the defense thereof provided that (i) the indemnifying party's with counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Party's request for such consultation from time to time with respect to such suit, action or proceeding. If the indemnifying party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed selected by the indemnifying party. The indemnifying ; provided that the indemnified party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has does not assumed the defense thereofreasonably object to such counsel. 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 Indemnified Party indemnified party for any legal expenses subsequently incurred by the Indemnified Party indemnified party in connection with the defense thereof. Whether or not If the indemnifying party chooses assumes such defense, the indemnified party shall have the right to defend or prosecute participate in the defense thereof and to employ counsel (provided the indemnifying party does not reasonably object to such counsel) at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof (other than during the period prior to the time the indemnified party shall have given notice of the Third Party Claim as provided above). If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the parties hereto indemnified party shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient reasonable basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, the Indemnified Party indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consentconsent (which consent shall not be unreasonably withheld). Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by If the indemnifying party shall have assumed the defense of written notice from a Third Party Claim, the Indemnified indemnified party shall agree to any settlement, compromise or discharge of Third Party stating that Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnifying party completely in connection with such Third Party Claim 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 Third Party Claim has been paid (and shall be liable for the reasonable 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 the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any Indemnified related claim for money damages. If such equitable relief or other relief portion of the Third Party and Claim can be so separated from that for money damages, the amount thereof and indemnifying party shall be entitled to assume the indemnity payment requesteddefense of the portion relating to money damages. The indemnification required by Section 6.2(a) or 6.3(a) other than Third Party Claims shall be governed by Section 6.6.

Procedures Relating to Third Party Claims. In order for a party Buyer Indemnitees or Seller Indemnitees, as the case may be, (the "Indemnified Party"“indemnified party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of of, or involving a claim or demand made by any Person against the Indemnified Party indemnified party (a "“Third Party Claim"”), such Indemnified Party indemnified party must notify the indemnifying party in writing writing, and in reasonable detail, of the Third Party Claim within 10 Business Days thirty (30) business days after receipt by such Indemnified Party indemnified party of written notice of the Third Party ClaimClaim (the “Claim Notice”); provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have demonstrates that it has been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnified Party indemnified party failed to give such Claim Notice to the extent such expenses resulted from such failure to give notice). Thereafter, the Indemnified Party indemnified party shall deliver to the indemnifying party, within five Business Days ten (10) business days after the Indemnified Party's indemnified party’s receipt thereof thereof, copies of all notices and documents (including court papersdocuments) received by the Indemnified Party indemnified party relating to the Third Party Claim. If a Third Party Claim is made against an Indemnified Partyindemnified party, the indemnified party shall be entitled to conduct and control, through counsel of its choosing, the defense of any Third Party Claim. The indemnified party may compromise or settle any Third Party Claim so long as the indemnified party gives the indemnifying party will be entitled advance notice of any proposed compromise or settlement. The indemnified party shall permit the indemnifying party to participate in the defense thereof and upon notice to the Indemnified of any Third Party to assume the defense thereof provided that (i) Claim through counsel chosen by the indemnifying party's , so long as all fees and expenses of such counsel is reasonably satisfactory are borne by the indemnifying party. If the indemnified party permits the indemnifying party to undertake, conduct, and control the Indemnified defense and settlement of a Third Party and Claim: (iia) the indemnifying party shall thereafter consult with not permit any lien to exist upon any asset of the Indemnified Party upon indemnified party, including, without limitation, the Indemnified Party's request for Acquired Assets, (b) the indemnifying party shall not consent to any compromise or settlement that does not include as an unconditional term of such consultation compromise or settlement the giving of a complete release from time to time liability with respect to such suitThird Party Claim to the indemnified party, action or proceeding. If (c) the indemnifying party assumes such defense, shall permit the Indemnified Party shall have the right (but not the duty) indemnified party to participate in the such defense thereof and to employ counsel, at its own expense, separate from the or settlement through counsel employed chosen by the indemnifying indemnified party. The , and (d) the indemnifying party shall be liable agree promptly to reimburse the indemnified party for the full amount of any damages, including fees and expenses of counsel employed by for the Indemnified Party for any period during which indemnified party. If the indemnified party permits the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect to assume the defense of a any Third Party Claim, the indemnifying indemnified party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection shall cooperate with the defense thereof. Whether or not the indemnifying party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's ’s reasonable 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 reasonable basis to provide additional information and explanation of any material provided hereunder. Whether Within ten (10) business days or not the indemnifying party shall have assumed the defense receipt of a Third Party ClaimClaim Notice, the Indemnified Party Sellers, Seller Principal, or Buyer, as the case may be, shall deliver to the Escrow Agent and the Sellers, Seller Principal, or Buyer, as the case may be, a notice (“Objection Notice”) stating they intend to contest the claim (a “Contest”) or to accept liability thereunder. (a) If the Sellers, Seller Principal, or Buyer, as the case may be, do not give an Objection Notice within that ten (10) business day period, the Sellers, Seller Principal, or Buyer, as the case may be, will be deemed to accept liability as it relates to such claim. (b) If Buyer gives a timely Objection Notice, then within thirty (30) business days of the receipt thereof, the Sellers, Seller Principal, or Buyer, as the case may be, shall select an independent arbitrator (the “Independent Arbitrator”). The Independent Arbitrator shall be selected by the mutual agreement of the Sellers, Seller Principal, or Buyer, as the case may be. If the parties cannot agree on the identity of an Independent Arbitrator within ten (10) business days of the date of an Objection Notice, then the Independent Arbitrator will be determined by an arbitrator selected by the Seller Principal and an arbitrator selected by Buyer. The decision of the Independent Arbitrator shall be borne as directed by him. The Sellers, Seller Principal, or Buyer, as the case may be, shall be entitled to make such representation and provide such information and reports to the Independent Arbitrator within twenty (20) business days of the date of agreement or, if later, determination of the identity of the Independent Arbitrator. The Sellers, Seller Principal, or Buyer, as the case may be, shall use their respective commercially reasonable efforts to procure that the Independent Arbitrator issues his/her ruling within thirty (30) business days after the matter is submitted to him/her for consideration. (c) If the Sellers or Seller Principal give a timely Objection Notice, the Escrow Agent shall not admit take any liability further action with respect to, or settle, compromise or discharge, such Third Party Claim without to the indemnifying party's prior written consent. Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by claim being Contested except as further provided in the indemnifying party of written notice from the Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requestedEscrow Agreement.

Procedures Relating to Third Party Claims. (other than Tax Claims). (a) In order for a party (the "an Indemnified Party") Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person (other than a party hereto) against the Indemnified Party (a "Third Third-Party Claim") (other than a Tax Claim, the procedures for which shall be governed by Section 11.3), such Indemnified Party must notify the indemnifying party Indemnifying Party in writing writing, and in reasonable detail, of the Third Third-Party Claim within 10 ten (10) Business Days after receipt by such Indemnified Party of written notice of the Third Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the indemnifying party Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party unreasonably failed to give such notice). Thereafter, the Indemnified Party shall deliver to the indemnifying partyIndemnifying Party, within five Business Days promptly after the Indemnified Party's receipt thereof thereof, copies of all material and non-privileged notices and documents (including court papers) received by the Indemnified Party relating to the Third Third-Party Claim. If a Third Third-Party Claim is made against an Indemnified Party, the indemnifying party Indemnifying Party will be entitled to participate in the defense thereof and upon notice to the Indemnified Party and, if it so chooses, to assume the defense thereof provided that (i) with counsel selected by the indemnifying party's counsel is reasonably satisfactory to the Indemnified Party and (ii) the indemnifying party shall thereafter consult with the Indemnified Party upon the Indemnified Indemnifying Party's request for such consultation from time to time with respect to such suit, action or proceeding. If the indemnifying party assumes such defense, the Indemnified Indemnifying Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof. Should the indemnifying party so elect elects to assume the defense of a Third Third-Party Claim, the indemnifying party Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Whether or If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the indemnifying party defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third-Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute any Third a Third-Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying partyIndemnifying Party's request) the provision to the indemnifying party Indemnifying Party of 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. If the Indemnifying Party chooses to defend or prosecute any Third-Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third-Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim relating to matters for which the Indemnified Party is entitled to indemnification hereunder and involves no admission in respect of or action on the part of the Indemnified Party. Whether or not the indemnifying party Indemnifying Party shall have assumed the defense of a Third Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim without the indemnifying partyIndemnifying Party's prior written consent. Any payment pursuant to this Section 11.5 shall be made not later than 15 days after receipt by the indemnifying party of written notice from the Indemnified Party stating that any Third Party Claim has been paid by any Indemnified Party and the amount thereof and the indemnity payment requested.