Common use of Procedures Clause in Contracts

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person Each party entitled to indemnification under subsection this Agreement (a) or (b) (each, an “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party required to whom the Indemnified Party is entitled to look for provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the commencement thereof, which notice shall describe in reasonable detail Indemnifying Party to assume the nature defense of the Third Party any such Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that counsel for the failure to so notify Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent its obligations under this Agreement unless the Indemnifying Party demonstrates that it is materially prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the No Indemnifying Party, (ii) in the Indemnifying Party failed to assume the investigation or defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or compromise and will not delayed), consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, or compromise which shall does not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense include an unconditional release of the Indemnified Party pursuant from all liability in respect to this subparagraph (c) but fails diligently to prosecute or settle the Third Party such Claim, then the . Each Indemnified Party shall have furnish such information regarding itself or the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The in question as an Indemnifying Party may participate in, but not control, any reasonably request in writing and as shall be reasonably required in connection with the investigation and defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to of such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyClaim.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or The party seeking indemnification under Section 7.02 (b) (an the “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall agrees to give prompt written notice (including copies of all papers served with respect to such claim) to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement thereofof any suit, action or proceeding (“Claim”) in respect of which notice shall describe in reasonable detail indemnity may be sought under such Section and will provide the nature of the Third Indemnifying Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection Party. (ab) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without obtain the prior written consent of the Indemnified Party, Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of any Claim asserted by any third party (“Third Party Claim”). (c) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. The If such Indemnified Party mitigates its loss after the Indemnifying Party (if has paid the Indemnified Party is entitled to under any indemnification hereunder) shall reimburse provision of this Agreement in respect of that loss, the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If must promptly notify the Indemnifying Party fails and promptly pay to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense extent of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense value of the Indemnifying Party benefit (or, if the Indemnified Party is entitled to indemnification hereunder)less, the Third Party Claim amount of any such loss previously paid by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability ) to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of that mitigation (less the Indemnified Party’s defense pursuant to this Section 13.2 or reasonable costs of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the mitigation). (e) Each Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreementuse reasonable efforts to collect any amounts available under insurance coverage, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause from any other Person alleged to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyresponsible, for any Damages payable under Section 7.02.

Procedures. Promptly after receipt by a Person entitled to Claims for indemnification under subsection this Agreement (other than claims involving a Tax Claim, the procedures for which are set forth in Article VI) shall be asserted and resolved as follows: (a) Any Buyer Indemnitee or (b) Seller Indemnitee claiming indemnification under this Agreement (an “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is entitled subject to look for indemnification under Section 9.02 shall (i) notify the other Party (the “Indemnifying Party”) of the commencement thereofThird Party Claim within sixty (60) Business Days of the date on which the Indemnified Party knows or should have reasonably known of the Third Party Claim, which and (ii) transmit to the Indemnifying Party a written notice shall describe (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, an estimate a copy of the amount of damages attributable all papers served with respect to the Third Party Claim to the extent feasible such claim (if any) and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the . Subject to Section 9.01, failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of any liability that it may have to any the Indemnified Party Party’s indemnification hereunder, except to the extent the Indemnifying Party demonstrates that is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. The Indemnifying Party will notify the Indemnified Party within sixty (60) Business Days after having received any Claim Notice with respect to whether or not it is prejudiced thereby. In case any Claim that is subject exercising its right to indemnification under subsection (a) shall be brought against an defend the Indemnified Party and it shall give notice to against the Third Party Claim. If the Indemnifying Party of notifies the commencement thereof, Indemnified Party that the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control elects to assume the defense of the Third Party Claim with counsel of its choice reasonably satisfactory (such election to be without prejudice to the Indemnified Party. The Indemnified right of the Indemnifying Party to dispute whether such claim is an indemnifiable Damage under this Article IX), then the Indemnifying Party shall have the right to employ separate defend such Third Party Claim with counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing selected by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settledsettlement at the discretion of the Indemnifying Party in accordance with this Section 9.03(b). The Indemnified Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided provided, however, that the Indemnified Indemnifying Party shall not settle such Third Party Claim enter into any settlement agreement without the written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct or operation of any business by the Indemnified Party or its Affiliates. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.03(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.03(b) within sixty (60) Business Days after receipt of any Claim Notice, then the Indemnified Party shall defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party, in all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this SectionSection 9.03(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2; provided, however, if at any time the Indemnifying Party disputes its potential liability to the Indemnified acknowledges in writing that such Third Party Claim is an indemnifiable Damage under this Article IX, the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim in accordance with Section 13.2 and if such dispute is resolved in favor of 9.03(b). (d) If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party (but only if the Indemnified Party is actually entitled to indemnification hereunder), to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including providing access to documents, records and information. In addition, the Indemnified Party will make its personnel available at no cost to the Indemnifying Party for conferences, discovery, proceedings, hearings, trials or appeals as may be reasonably required by the Indemnifying Party. The Indemnified Party also agrees to cooperate with the Indemnifying Party and its counsel in the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person and executing powers of attorney to the extent necessary. (e) A claim for indemnification for any matter not involving a Third Party Claim shall not be required asserted by notice to bear the costs Party from whom indemnification is sought within sixty (60) Business Days of the date on which the Indemnified Party knows of the claim for indemnification, which notice shall describe in reasonable detail the nature of the claim and expenses the basis of the Indemnified Party’s defense pursuant request for indemnification under this Agreement. Subject to this Section 13.2 or 9.01, failure to timely provide such notice shall not affect the right of the Indemnifying Party’s participation therein at the Indemnified Party’s requestindemnification hereunder, and except to the Indemnified Party shall reimburse extent the Indemnifying Party in full for all costs and expenses of the litigation concerning is prejudiced by such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, delay or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyomission.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or A party seeking indemnification (b) (an the “Indemnified Party”) in respect of, arising out of notice of or involving a Loss or a claim or demand made by any pending or threatened claim person against it the Indemnified Party (a “Third Party Claim”), such Indemnified Party ) shall give prompt written deliver notice (including copies of all papers served with a “Claim Notice”) in respect to such claim) thereof to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of the amount of damages attributable its obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party has an obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim that is exclusively for civil monetary damages at law pursuant to the extent feasible and the basis terms of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify , the Indemnifying Party shall not relieve have the right, upon written notice to the Indemnified Party within 30 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent with counsel selected by the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim for equitable or injunctive relief or any Third Party Claim that would impose criminal liability, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. With respect to any Third Party Claim, the defense of which the Indemnifying Party is entitled to assume, the Indemnifying Party shall be liable for the reasonable fees and expenses of outside counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof, provided the Indemnified Party has provided written notice of such failure to the Indemnifying Party and the Indemnifying Party has not cured its failure within 15 days of receiving any such notice. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 9.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has of such counsel shall have been specifically authorized in writing by the Indemnifying Party, Party or (ii) the Indemnifying Party failed named parties to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iiiincluding any impleaded parties) there shall exist or develop a conflict include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines based on advice of outside legal counsel that would ethically prohibit representation by counsel to the Indemnifying Party from representing of both the Indemnifying Party and such Indemnified PartyParty may present such counsel with a conflict of interest. If requested by the Indemnifying PartyParty assumes the defense of any Third Party Claim, the Indemnified Party agrees to shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party all witnesses, pertinent records, materials and information in contesting the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim that Claim, the Indemnifying Party elects to contestshall not, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperationThird Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness (and no later than thirty (30) days) after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. If the Indemnifying Party fails notifies the Indemnified Party that it accepts the liability identified in a Claim Notice in respect of a Direct Claim, or does not notify the Indemnified Party within 30 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to assume the defense Indemnified Party hereunder, then in each case, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder, and the parties shall proceed in accordance with Section 9.9. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the parties shall proceed in accordance with Section 9.9 for the undisputed amount, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) Notwithstanding the provisions of Section 11.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the is brought against any Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the for purposes of any claim that an Indemnified Party shall may have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to under this Section, and the Indemnifying Party shall bear its own costs and expenses Agreement with respect to such participation. Notwithstanding Action or the other provisions of this Section 13.2, if the matters alleged therein and agrees that process may be served on each Indemnifying Party disputes its potential liability with respect to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyclaim anywhere.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an “"Indemnified Party”") of notice of any pending or threatened claim against it (a “"Claim”"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “"Indemnifying Party”") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s 's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 13.2 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) The indemnification provided under Section 10.02 shall be the exclusive remedy of the parties hereto for any breach or non- compliance with any of the terms of this Agreement. (b) All claims for indemnification under Section 10.02 hereof shall be asserted and resolved as follows: (i) In the event that any claim for which a party (the "INDEMNIFYING PARTY") may be liable to the other party (the "INDEMNIFIED PARTY") hereunder is asserted against an “Indemnified Party”) of notice of any pending or threatened claim against it (Party by a “Claim”)third party, such the Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so promptness notify the Indemnifying Party shall not relieve of such claim, specifying the Indemnifying Party nature of any liability that it may have to any Indemnified Party except such claim and the amount or the estimated amount thereof to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection then feasible (a) which estimate shall not be brought against an Indemnified Party and it shall give notice to the Indemnifying Party conclusive of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses final amount of such counsel shall be at claim) (the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim"CLAIM NOTICE"). The Indemnifying Party shall be have 30 days from the sole judge receipt of the acceptability of any compromise Claim Notice (the "NOTICE PERIOD") to notify the Indemnified Party (i) whether or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that not the Indemnifying Party will give disputes the Indemnifying Party's liability to the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred hereunder with respect to such cooperation. If claim and (ii) whether or not the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defenddesires, at the sole cost and expense of the Indemnifying Party, to defend against such claim. In the event that the Indemnifying Party (if notifies the Indemnified Party is entitled within the Notice Period that the Indemnifying Party desires to indemnification hereunder)defend the Indemnified Party against such claim, the Third Indemnifying Party Claim shall have the right to defend by all appropriate proceedings, which proceedings shall be promptly and vigorously settled or prosecuted by the Indemnified Indemnifying Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheldconclusion. The Indemnifying Party may not settle any claim without the consent of the Indemnified Party, which consent may not be unreasonably withheld or delayed. If the Indemnified Party desires to participate in, but not control, any such defense or settlement controlled by the Indemnified Party pursuant to this Section, may do so at the Indemnified Party's sole cost and expense. If the Indemnifying Party shall bear its own costs and expenses with respect elects not to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to defend the Indemnified Party under this Section 13.2 and if against such dispute is resolved in favor of claim, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party, without waiving any rights against the Indemnifying Party, may settle or defend against any such claim in the Indemnified Party's sole discretion, and if it is ultimately determined that the Indemnifying Party is responsible therefor under Section 10.02, then the Indemnified Party shall not be required entitled to bear recover from the Indemnifying Party the amount of any settlement or judgment and all indemnifiable costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of Party with respect thereto. If the Indemnifying Party’s participation therein at Party has defended or settled any such claim and it is ultimately determined that the Indemnified Party’s requestIndemnifying Party is not responsible therefor under Section 10.02, and the Indemnified Party shall reimburse promptly pay to the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt judgment or settlement paid by the Indemnifying Party. (ii) In the event the Indemnified Party should have an indemnification claim against the Indemnifying Party hereunder which does not involve a claim being asserted against or sought to be collected by a third party, the Indemnified Party shall with reasonable promptness after learning of the basis for such claim send a notice reasonably itemizing Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within the Notice Period that the Indemnifying Party disputes such indemnification claim, the amount of such indemnification claim shall be conclusively deemed a liability of the Liability but only Indemnifying Party hereunder. If the Indemnifying Party does timely notify Indemnified Party that it disputes such claim, the parties shall attempt to resolve such dispute within 30 days and if not so resolved, the Indemnified Party must bring an action to determine liability for indemnification within 60 days thereafter or shall lose its rights to indemnification, provided that the Indemnified Party will not be required to bring any such action prior to the extent actually paid earlier of (i) the date on which such claim would expire pursuant to Section 10.01 and (ii) the date on which the aggregate amount of liquidated Losses that are the subject of unresolved Claims Notices exceeds $500,000 prior to eighteen months after the Closing Date, and $300,000 thereafter. (iii) The Indemnifying Party shall have no liability for indemnification for a claim unless the Indemnifying Party agrees to same or suffered is found to be liable by a court (or arbitration panel) of competent jurisdiction. (iv) In connection with any indemnification claim, the Indemnified PartyParty shall give the Indemnifying Party reasonable access to the books, records and assets of the Indemnified Party which relate to the act, omission or occurrence giving rise to such claim and the right, upon prior notice during normal business hours, to interview any appropriate personnel of the Indemnified Party with respect thereto and Indemnified Party otherwise shall cooperate with Indemnifying Party (and with its insurance company, if applicable) in defending a third party claim. (c) In computing the amount to be paid pursuant to the indemnification provisions of Section 10.02, the indemnification shall be for the net amount of a loss after giving effect to anything which mitigates the loss (and the Indemnified Party agrees to use its reasonable best efforts to mitigate such loss), and after taking into account insurance proceeds or any other recovery resulting from the loss. If, after the payment of any indemnification hereunder, the amount of a loss shall be reduced beyond the amount that an indemnification obligation has previously been reduced pursuant to the preceding sentence, then the amount of such additional reduction in loss (less any expenses incurred in connection with such reduction) shall promptly be repaid to the party that made the payment to which the reduction relates. (d) Neither Seller nor either of the Acquiring Companies shall take any action outside the ordinary course of business with the sole intent of creating a right to indemnification under this Agreement that would not otherwise exist but for such action. (e) The parties agree to arbitrate disputes hereunder as provided in the Escrow Agreement or pursuant to any other mutually agreeable procedure.

Procedures. Promptly after receipt by a Person entitled to Any Indemnified Party seeking indemnification under subsection this Article IV shall give written notice (a “Claim Notice”) to its corresponding Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (a) or the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (b) (an “the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party”) of notice Party in connection with such claim. In the event of any pending claim, demand, action or threatened proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim against it indemnification under Section 4.1 or Section 4.2, as the case may be (a “Third Party Claim”), such Indemnified Party shall give prompt the applicable Indemnifying Party written notice within ten (including copies 10) days of all papers served receiving written notice of such Third Party Claim. If such Indemnified Party fails to provide each such notice with respect to Third Party Claim within such time period, the applicable Indemnifying Party will not be obligated to indemnify such Indemnified Party with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the applicable Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party by such failure of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall notify such Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, (i) the Indemnified Party shall have the right to employ participate in such defense and to engage separate counsel in any such action of its own choosing at its own cost and to participate in the defense thereof, but the fees expense and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed shall not agree to assume any compromise or settlement to which such Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the defense payment of monetary damages which shall be paid by such Indemnifying Party (subject to the limitations herein) and employ counsel or failed to diligently prosecute or settle the includes a release of such Indemnified Party from all liability in respect of such Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified PartyClaim. If requested by the Indemnifying Party, the such Indemnified Party agrees will, at the cost and expense of such Indemnifying Party (which cost and expense shall be deemed Indemnifiable Losses for purposes of applying the applicable Indemnity Cap), provide reasonable cooperation to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any defending such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails elects not to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the such Third Party Claim, then the Indemnified Party shall have may assume the right to defend, defense thereof at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder)Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of agree to any compromise or settlement to which the Indemnifying Party, Party has not consented in writing (which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense conditioned or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(cdelayed), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party (b) (each, an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement as a result of notice of a Loss or a claim or demand made by any pending or threatened claim third Person against it the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall give prompt written deliver notice (including copies of all papers served with respect to such claim) thereof to the party to whom Seller or the Indemnified Party is entitled to look for indemnification Purchaser, as the case may be, (the “Indemnifying Party”) ), promptly after receipt by such Indemnified Party of written notice of the commencement thereofThird-Party Claim, which notice shall describe describing in reasonable detail the nature facts giving rise to any claim for indemnification hereunder, the amount or method of the Third Party Claim, an estimate computation of the amount of damages attributable to the Third Party Claim to the extent feasible such claim (if known) and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not relieve release the Indemnifying Party from any of any liability that it may have to any Indemnified Party its obligations under this Article XI, except to the extent that the Indemnifying Party demonstrates that it is actually prejudiced thereby. In case any Claim that is subject to indemnification under subsection by such failure. (ab) An Indemnifying Party shall be brought against an Indemnified Party and it shall give have the right, upon written notice to the Indemnifying Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement thereofof such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) Party; provided, that, if, in the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ reasonable opinion of counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing for the Indemnified Party. If requested by , there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such Indemnified Party agrees to in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and its counsel in contesting any Third Party Claim that make available to the Indemnifying Party elects to contestsuch witnesses, includingpertinent records, without limitation, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by making the Indemnifying Party. If the Indemnifying Party assumes the defense of any counterclaim against the Person asserting the Third Party Claim or any crossThird-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The , the Indemnifying Party shall be the sole judge of the acceptability of any not settle, compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any discharge such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Third-Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The unless such settlement, compromise or discharge of such Third-Party Claim by its terms obligates the Indemnifying Party (if to pay the full amount of the Liability in connection with such Third-Party Claim, and releases the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified completely in connection with such Third-Party for its reasonable out of pocket costs incurred with respect to such cooperationClaim. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), Whether or if not the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third a Third-Party Claim, then the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent. (c) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the right Indemnified Party shall deliver notice of such claim promptly to defendthe Indemnifying Party, at describing in reasonable detail the sole cost facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and expense of such other information with respect thereto as the Indemnifying Party (if may reasonably request. The failure to provide such notice, however, shall not release the Indemnified Indemnifying Party from any of its obligations under this Article XI except to the extent that the Indemnifying Party is entitled to indemnification hereunder), the Third Party Claim prejudiced by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settledsuch failure. The Indemnified Party shall have full control of such defense reasonably cooperate and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of assist the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, in determining the validity of any defense or settlement controlled claim for indemnity by the Indemnified Party pursuant and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to this Sectionand copies of information, records and documents relating to such matters, furnishing employees to assist in the Indemnifying Party shall bear its own costs investigation, defense and expenses resolution of such matters and providing legal and business assistance with respect to such participation. Notwithstanding the other provisions of this Section 13.2matters, if the Indemnifying Party disputes its potential liability in each case, to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of extent reasonably required by the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Any Person that may be entitled to indemnification under subsection (a) or (b) this Agreement (an “Indemnified Party”) of shall give written notice of any pending or threatened claim against to the Person obligated to indemnify it (a “Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the an “Indemnifying Party”) with reasonable promptness upon becoming aware of any claim or other facts upon which a claim for indemnification will or is reasonably likely to be based; the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it set forth such information with respect thereto as is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice then reasonably satisfactory available to the Indemnified Party. The Indemnified Indemnifying Party shall have the right to employ separate counsel in undertake the defense of any such action and claim asserted by a third party with counsel reasonably satisfactory to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) and the employment thereof has been specifically authorized Indemnified Party shall cooperate in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the such defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If make available all records, materials and witnesses reasonably requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with in connection therewith at the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation’s expense. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes shall have assumed the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses claim with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability counsel reasonably satisfactory to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), for any legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnifying Party shall pay not be liable for any claim settled without its consent, which consent shall not be unreasonably withheld or cause to be paid to delayed. The Indemnifying Party shall obtain the written consent of the Indemnified Party prior to ceasing to defend, settling or otherwise disposing of any claim. In no event shall the amount of the Liability within ten business days of receipt by the Indemnifying indemnifying Party of a without notice reasonably itemizing the amount of the Liability but only to the extent actually paid other Party, institute, settle or suffered by the Indemnified Partyotherwise resolve any claim or potential claim, action or proceeding.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or The party seeking indemnification under Section 12.02 (b) (an the “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall agrees to give prompt written notice (including copies of all papers served with respect to such claim) to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement thereofof any suit, action or proceeding (“Claim”) in respect of which notice shall describe in reasonable detail indemnity may be sought under such Section and will provide the nature of the Third Indemnifying Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and entitled to participate in the defense thereofof any Claim asserted by any third party (“Third Party Claim”) and, but subject to the fees and expenses limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall be at control the expense defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party shall assume the control of the Indemnified defense of any Third Party unless Claim in accordance with the provisions of this Section 12.03, (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without obtain the prior written consent of the Indemnified Party, Party (which shall not be unreasonably withheld. The Indemnifying , conditioned or delayed) before entering into any settlement of such Third Party (Claim, if the settlement does not release the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred from all liabilities and obligations with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to or the first sentence of this subparagraph (c), settlement imposes injunctive or if the Indemnifying Party assumes the defense of other equitable relief against the Indemnified Party pursuant to this subparagraph and (cii) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is be entitled to indemnification hereunder), participate in the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control defense of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent and to employ separate counsel of the Indemnifying Party, which consent shall not be unreasonably withheldits choice for such purpose. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs fees and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party such separate counsel shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. Promptly after receipt by a Person Any indemnification of GWI, GWI Affiliates, ---------- Supplier or Supplier Affiliates hereunder shall include and extend to the benefit of their respective shareholders, directors, officers and employees. Any person that may be entitled to indemnification under subsection (a) or (b) this Agreement (an “"Indemnified Party”") of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Person obligated to indemnify it (an "Indemnifying Party Party") with reasonable promptness upon becoming aware of any claim or other facts upon which a claim for indemnification will be based; the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim notice shall set forth such information with counsel of its choice respect thereto as is then reasonably satisfactory available to the Indemnified Party. The Indemnified Indemnifying Party shall have the right to employ separate counsel in undertake the defense of any such action and claim asserted by a third party with counsel reasonably satisfactory to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) and the employment thereof has been specifically authorized Indemnified Party shall 126 cooperate in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the such defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If make available all records, materials and witnesses reasonably requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with in connection therewith at the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation's expense. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes shall have assumed the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses claim with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability counsel reasonably satisfactory to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), for any legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnifying Party shall pay not be liable for any claim settled without its consent, which consent shall not be unreasonably withheld or cause to be paid to delayed. The Indemnifying Party shall obtain the written consent of the Indemnified Party prior to ceasing to defend, settling or otherwise disposing of any claim if as a result thereof the amount Indemnified Party would become subject to injunctive or other equitable relief or if the Indemnified Party may reasonably object to such disposition of the Liability within ten business days of receipt by the Indemnifying Party of such claim based on a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by continuing adverse effect on the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (b) (an the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of notice of or involving a Loss or a claim or demand made by any pending or threatened claim Person against it the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall give prompt deliver written notice (including copies of all papers served with respect to such claim) thereof to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of the commencement thereof, which written notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of damages attributable to the Third Party Claim to the extent feasible such claim (if known) and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not relieve release the Indemnifying Party from any of any liability that it may have to any Indemnified Party its obligations under this Article VIII except to the extent that the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject by such failure. (b) The Indemnifying Party shall have the right to indemnification under subsection participate (aat the Indemnifying Party’s expense) shall be brought against an Indemnified Party in or, at its option and it shall give upon written notice to the Indemnifying Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement thereofof such Third Party Claim, assume the defense thereof (including any appeal or settlement), at the expense of the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have Notwithstanding anything in this Section 8.4(b) to the right to employ separate counsel in any such action and to participate in the defense thereofcontrary, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph Section 8.4(b) if (c)i) such claim involves potential criminal liability, (ii) the Indemnified Party reasonably determines that it would be inappropriate for a single counsel to represent all parties under applicable standards of legal ethics, (iii) such claim seeks an injunction or other equitable relief against the Indemnified Party, or if (iv) the Indemnifying Party assumes the defense of fails to defend such action in a timely and reasonably manner or the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle reasonably determines that the amount of the Third Party ClaimClaim if successful would be likely to exceed the Indemnifying Party’s liability under this Agreement. In any Third Party Claim defended by the Indemnifying Party, then (x) the Indemnified Party shall have the right to defendbe represented by counsel and accountants at its own expense, (y) to the extent the Indemnified Party is not represented by its own counsel, the Indemnifying Party shall make itself reasonably available to the Indemnified Party to discuss the status of such Third Party Claim, and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Third Party Claim, but in the case of clauses (y) an (z), at the sole cost and expense of the Indemnifying Party and subject to the further limitations set forth in Section 8.4(e). (if c) If notice is given to the Indemnifying Party of the commencement of any Third Party Claim and the Indemnifying Party does not, within 30 days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense of such Third Party Claim, or if the Indemnifying Party is not entitled to indemnification hereunder), assume the defense of such Third Party Claim by all appropriate proceedingspursuant to Section 8.4(b), which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of (upon notice to the Indemnifying Party, which consent shall not be unreasonably withheld) have the right to undertake the defense of such claim at the Indemnifying Party’s expense. The Indemnifying Party may elect to participate inin such proceedings, but not control, negotiations or defense at any defense time at its own expense. (d) No compromise or settlement controlled of any Third Party Claim may be effected by the Indemnifying Party without the other party’s prior written consent unless (i) there is no finding or admission of any violation of Law or any violation of the rights of any Person or any other wrongdoing, (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (iii) the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses Affiliates receive an unconditional release from all Liabilities with respect to such participationclaim. Notwithstanding The Indemnified Party may only settle a Third Party Claim to the other provisions of this Section 13.2, if extent that the Indemnifying Party disputes its potential liability fails to defend such Third Party Claim in a timely and reasonably manner. (e) All of the parties shall reasonably cooperate (at the Indemnifying Party’s expense) in the defense or prosecution of any Third Party Claim in respect of which a claim for indemnification may be sought under Section 8.2 or Section 8.3 and each of the Buyer and the Sellers (or a duly authorized Representative of such party) shall (and shall cause their Affiliates to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith; provided, however, that no party shall be required to provide records or information to the extent the provision of such information would cause the attorney-client or similar privilege to be waived. (f) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party under this Section 13.2 and if shall deliver notice of such dispute is resolved in favor of claim promptly to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse release the Indemnifying Party in full for all costs and expenses from any of its obligations under this Article VIII except to the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, extent that the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning is prejudiced by such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyfailure.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) In order for a Buyer Indemnified Party or a Seller Indemnified Party (b) (each, an “Indemnified Party”) to be entitled to any indemnification provided for under this Article VIII in respect of, arising out of notice of or involving a Loss or a claim or demand made by any pending or threatened claim Person (other than by an Indemnified Party, which claims are addressed in Section 8.4(c)) against it the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall give prompt written must deliver notice (including copies of all papers served with respect to such claim) thereof to the party to Party against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in with reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the promptness after receipt by such Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give written notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim and will provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, will not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party will have the right, upon written notice to the Indemnified Party, to assume the defense thereof at the expense of the Indemnifying Party with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Thereafter, the Indemnified Party shall will give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party in connection with such Third Party Claim and the right, upon prior notice during normal business hours, to interview at a mutually convenient time any employee of the Indemnified Party related to the such Third Party Claim. The Indemnifying Party will be liable for the fees and expenses of one outside counsel necessary to defend such Third Party Claim (and not any fees and expenses allocated to any internal counsel) employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during any period during which the Indemnified Party has failed to give notice of the Third Party Claim as provided in Section 8.4(a)), and the fees and expenses of counsel will constitute Losses for purposes of this Agreement. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim, the Indemnified Party will have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party will reasonably cooperate in the defense or prosecution of such Third Party Claim, and the Indemnified Party will have the right to employ separate counsel in any such action and to participate in the defense thereofthereof (it being understood and agreed that the Indemnifying Party will control such defense), but the fees and expenses of such counsel shall of the Indemnified Party will be at the expense of the Indemnified Party unless (i1) the employment thereof has of such counsel at the Indemnifying Party’s expense will have been specifically authorized in writing by the Indemnifying Party, Party or (ii2) the Indemnifying Party failed named parties to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iiiincluding any impleaded parties) there shall exist or develop a conflict that would ethically prohibit include both the Indemnified Party and the Indemnifying Party, and representation by counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with of both the Indemnifying Party and its such Indemnified Party would reasonably be expected to present such counsel in contesting with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim that the Indemnifying Party elects to contestClaim, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim not, without the prior written consent of the Indemnified Party, Party (which shall consent will not be unreasonably withheld. The Indemnifying Party (if , conditioned or delayed), enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within if such settlement, compromise or judgment (i) involves a reasonable period after receipt finding or admission of wrongdoing, (ii) does not include an unconditional written notice pursuant to release by the first sentence claimant or plaintiff of this subparagraph the Indemnified Party from all liability in respect of such Third Party Claim or (c)iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder, and which are paid in full at the time of such settlement, compromise or if judgment. Notwithstanding the foregoing, whether or not the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the a Third Party Claim, then the Indemnified Party shall have will not, without the right to defend, at the sole cost and expense prior written consent of the Indemnifying Party (if which consent will not be unreasonably withheld, conditioned or delayed), admit any liability, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim. (c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (an “Inter-Party Claim”), the Indemnified Party is entitled to indemnification hereunder), the Third will deliver notice in writing of such Inter-Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by with reasonable promptness following the Indemnified Party occurrence of the event giving rise to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of claim to the Indemnifying Party, which consent shall not be unreasonably withheldspecifying in reasonable detail the basis of such claim. The failure to provide such notice, however, will not release the Indemnifying Party may participate infrom any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. Thereafter, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and will give the Indemnifying Party shall bear its own costs reasonable access during normal business hours to the books, records and expenses with respect assets of the Indemnified Party which evidence or support such claim or the act, omission or occurrence giving rise to such participationInter-Party Claim and the right, upon prior notice during normal business hours, to interview at a mutually convenient time any employee of the Indemnified Party related to the act, omission or occurrence giving rise to such Inter-Party Claim. Notwithstanding the other provisions of this Section 13.2, if If the Indemnifying Party disputes its potential liability with respect to the Indemnified Party under this Section 13.2 and if any such dispute is resolved in favor of the Indemnifying Partyclaim, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses will proceed to negotiate a resolution of the litigation concerning such dispute. If a dispute over potential liability is and, if not resolved through negotiations, such dispute will be resolved in favor accordance with the terms of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyAgreement.

Procedures. Promptly after receipt by a Person Each party entitled to indemnification under subsection this Agreement (a) or (b) (each, an “"Indemnified Party”") of shall give notice of any pending or threatened claim against it to the party required to provide indemnification (a “Claim”), the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought and shall give prompt written notice (including copies permit the Indemnifying Party to assume the defense of all papers served with respect to any such claim) to Claim; provided that counsel for the party to whom Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party is entitled to look (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at its own expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the reasonable fees and expenses of one such counsel for indemnification (all Indemnified Parties as a group shall be at the “expense of the Indemnifying Party”) of the commencement thereof), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided further that the failure of any Indemnified Party to so notify the Indemnifying Party give notice as provided herein shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent its obligations under this Agreement unless the Indemnifying Party demonstrates that it is materially prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the No Indemnifying Party, (ii) in the Indemnifying Party failed to assume the investigation or defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or compromise and will not delayed), consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, or compromise which shall does not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense include an unconditional release of the Indemnified Party pursuant from all liability in respect to this subparagraph (c) but fails diligently to prosecute or settle the Third Party such Claim, then the . Each Indemnified Party shall have furnish such information regarding itself or the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The in question as an Indemnifying Party may participate in, but not control, any reasonably request in writing and as shall be reasonably required in connection with the investigation and defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to of such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyClaim.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (b) (an the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of notice of or involving a Loss or a claim or demand made by any pending or threatened claim Person against it the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall give prompt written deliver notice (including copies of all papers served with respect to such claim) thereof to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of the commencement thereof, which written notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and the amount or method of computation of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify such claim (if known). Thereafter, the Indemnifying Party shall not relieve promptly provide such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of any liability that it may have to any Indemnified Party its obligations under this Article VIII except to the extent that the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection by such failure. (ab) The Indemnifying Party shall be brought against an Indemnified Party and it shall give have the right, upon written notice to the Indemnifying Indemnified Party assuming full responsibility for any Losses relating to the claim (subject to the limitations in Section 8.5) within 30 days of receipt of notice from the Indemnified Party of the commencement thereofof such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, however, that if the named parties in any such Third Party unless (i) Claim include both the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) Indemnified Party and the Indemnifying Party failed and representation of both Parties by the same counsel determined by qualified counsel to assume the defense and employ counsel be inappropriate because one or failed more legal defenses available to diligently prosecute such Indemnified Party is different from or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel additional to those available to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Partyand is reasonably expected to create a conflict of interest between them, the then such Indemnified Party agrees may employ separate counsel to cooperate with the Indemnifying Party and its counsel represent or defend it in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The , and the Indemnifying Party shall be responsible for the sole judge fees and disbursements of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperationcounsel. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the any Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of cooperate with the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of in such defense and proceedings; provided that make available to the Indemnifying Party all witnesses (on a mutually convenient basis), pertinent records, materials and information, in each case in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not settle admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld). The If the Indemnifying Party may participate inassumes the defense of a Third Party Claim, but not control, any defense no compromise or settlement controlled of such Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s prior written consent unless (A) there is no finding or admission of any violation of applicable Law or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (C) the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses have no liability with respect to such participationcompromise or settlement. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Partyforegoing, the Indemnifying Party shall not be required entitled to bear assume the costs defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such 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’s defense pursuant . (c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to this Section 13.2 or of the Indemnifying Party’s participation therein at the be collected from such Indemnified Party’s request, and the Indemnified Party shall reimburse deliver notice of such claim promptly to the Indemnifying Party Party, describing in full reasonable detail the facts giving rise to any claim for all costs indemnification hereunder and expenses the amount or method of computation of the litigation concerning amount of such disputeclaim (if known). If a dispute over potential liability is resolved in favor of the Indemnified PartyThereafter, the Indemnifying Party shall reimburse promptly provide such other information with respect thereto as the Indemnified Indemnifying Party in full for all costs may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, extent that an the Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party prejudiced by such failure. (d) For purposes of determining the amount of any Excluded Liability described in Section 2.4(j) in any case in which a Tax is assessed with respect to a taxable period that includes the Liability within ten business days Closing Date (but does not begin on that day) the Taxes, if any, attributable to the taxable period of receipt by EMS Brazil beginning before and ending on or after the Indemnifying Party of a notice reasonably itemizing Closing Date shall be apportioned (i) to the Seller, for the amount of the Liability but only such Taxes that is attributable to the extent actually paid Pre-Closing Tax Period, and (ii) to the Buyer, for the amount of such Taxes that is attributable to the Post-Closing Tax Period. Any allocation of income or suffered deductions required to determine any Taxes attributable to the Pre-Closing Tax Period and the Post-Closing Tax Period shall be made (i) in the case of income Taxes or Taxes based on or related to income or receipts or any sales or use Tax, by means of a closing of books and records of EMS Brazil as of the Indemnified Partyday preceding the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each such period, and (ii) in the case of other Taxes, on a per diem basis.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection The Adimab Indemnitees or Mersana Indemnitees, as the case may be, will (a) or provide the indemnifying Party with prompt written notice of any Third Party Claim giving rise to an indemnification obligation hereunder, (b) permit the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such Third Party Claim, (an “Indemnified c) provide reasonable assistance in the defense of such claim at the indemnifying Party”’s reasonable expense, and (d) not compromise or settling such Third Party Claim without the indemnifying Party’s advance written consent; provided, however, that no delay on the part of notice of any pending or threatened claim against it (a “Claim”), such Indemnified the indemnified Party in notifying the indemnifying Party shall give prompt written notice relieve the indemnifying Party from any obligation hereunder unless (including copies of all papers served with respect to such claim) and then only to the party to whom extent that) the Indemnified indemnifying Party is entitled to look for indemnification (actually prejudiced thereby. Notwithstanding the “Indemnifying Party”) foregoing, if the indemnifying Party does assume control of the commencement thereof, which notice shall describe in reasonable detail the nature defense of the Third Party Claim, an estimate of the amount of damages attributable to the Third indemnifying Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall will not relieve the Indemnifying Party of any liability that it may have agree to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses settlement of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop consent to any judgment in respect thereof that does not include a conflict that would ethically prohibit counsel to complete and unconditional release of the Indemnifying indemnified Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement all liability with respect to thereto or that imposes any Third liability or obligation on the indemnified Party Claim without the prior written consent of the Indemnified indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant Parties cannot agree as to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense application of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle foregoing Sections 10.1 and 10.2, each may conduct separate defenses of the Third Party Claim, then the Indemnified and each Party shall have reserves the right to defend, at claim indemnity from the sole cost and expense other in accordance with this ARTICLE 10 upon the resolution of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the underlying Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyClaim.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) In order for a Purchaser Indemnified Party or Marriott Indemnified Party (b) (an the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of notice of or involving a Loss or a claim or demand made by any pending or threatened claim Person other than Marriott and its Affiliates and the Purchaser against it the Indemnified Party, including a Mirror Claim (a “Third Party Claim”), such Indemnified Party shall give prompt written deliver notice (including copies of all papers served with respect to such claim) thereof to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of the commencement thereof, which written notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate but in no event later than the Claims Deadline, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of damages attributable to the Third Party Claim to the extent feasible such claim (if known) and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide as part of the initial written notice of claim, the information set forth in the preceding sentence shall not relieve invalidate the effectiveness of the written notice provided the information is delivered in a reasonable time period thereafter. The failure to provide such notice, however, shall not release the Indemnifying Party from any of any liability that it may have to any Indemnified Party its obligations under this Article 10 except to the extent that the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection by such failure. (ab) The Indemnifying Party shall be brought against an Indemnified Party and it shall give have the right, upon written notice to the Indemnifying Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement thereofof such Third Party Claim except as may be provided to the contrary as to a Mirror Claim in which case Purchaser shall bear all of the costs associated therewith, to assume the defense thereof at the expense of the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) . If the Indemnifying Party failed to assume assumes the defense and employ counsel or failed to diligently prosecute or settle the of any Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying PartyClaim, the Indemnified Party agrees to shall cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party all witnesses, pertinent records, materials and information in contesting the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to compromise, settle or discharge, such Third Party Claim that without the Indemnifying Party’s prior written consent unless the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against withdraws from the Person asserting the defense of such Third Party Claim or any cross-complaint unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against any Person, in each case only if and to the extent that any Indemnified Party for such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. If the Indemnifying Party does not assume the defense of any such claims or proceeding pursuant to this Section 10.5 and the Indemnified Party proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding. The Indemnifying Party and its counsel shall be the sole judge of the acceptability of any compromise conduct such defense or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give a manner reasonably satisfactory and effective to protect the Indemnified Party reasonable prior written notice fully. The Indemnifying Party and its counsel shall keep the Indemnified Party fully advised as to its conduct of any such proposed settlement defense or settlement, and shall not compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any settle such Third Party Claim without the prior written consent of the Indemnified Party, which shall Party (not to be unreasonably withheld. The Indemnifying Party (if withheld or delayed) unless such settlement or compromise does not subject the Indemnified Party is entitled to indemnification hereunder) shall reimburse any monetary liability, includes a complete, unconditional release of the Indemnified Party for its reasonable out of pocket costs incurred from all liability with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c)Claim, and does not constitute an acknowledgement or if the Indemnifying Party assumes the defense of acceptance by the Indemnified Party pursuant of fault, culpability, or responsibility of any kind. Notwithstanding the Indemnifying Party’s election to this subparagraph (c) but fails diligently to prosecute defend against or settle the Third Party Claim, then the Indemnified Party shall have may, upon written notice to the right Indemnifying Party, elect to defend, at the sole cost employ its own counsel and expense assume control of such defense or settlement if (A) the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), also a Person against whom the Third Party Claim by all appropriate proceedings, which proceedings shall is made and the Indemnified Person determines in good faith that joint representation would be promptly and vigorously prosecuted by inappropriate; (B) the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided determines in good faith that the Indemnified Party shall not settle may have available to its one or more defenses or counterclaims that are inconsistent with, different from, or in addition to one or more of those that may be available to the Indemnifying Party with respect to such Third Party Claim without the written consent of Claim; (C) the Indemnifying Party, which consent Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third Party Action; (D) the Indemnifying Party shall not be unreasonably withheld. The Indemnifying in fact have employed counsel reasonably satisfactory to the Indemnified Party may participate in, but not control, any for the defense or settlement controlled of such Third Party Action; provided, however, that the assumption of control of the defense or settlement of a Third Party Action by the Indemnified Party pursuant to this Section, and sentence shall not relieve the Indemnifying Party of its obligation to indemnify and hold the Indemnified Party harmless. (c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall bear its own costs and expenses with respect deliver notice of such claim to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes no later than the Claims Deadline, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide as part of the initial written notice of claim, the information set forth in the preceding sentence shall not invalidate the effectiveness of the written notice provided the information is provided in a reasonable time period thereafter. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its potential liability obligations under this Article 10 except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall have thirty (30) days after receipt of notice of any claim pursuant to this Section 10.5(c) to (i) agree to the amount or method of determination set forth in such claim and to pay such amount to such Indemnified Party or (ii) provide the Indemnified Party under this Section 13.2 and if with notice (a “Dispute Notice”) that it disagrees with the amount or method of determination set forth in such dispute is resolved in favor of claim. If the Indemnifying PartyParty has timely delivered a Dispute Notice, the Indemnifying Party shall not be required to bear and the costs and expenses of Indemnified Party shall, during a period 30 days from the Indemnified Party’s defense pursuant receipt of such Dispute Notice, negotiate to this achieve resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved as provided in Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party12.9.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or A party seeking indemnification (b) (an the “Indemnified Party”) in respect of, arising out of notice of or involving a Loss or a claim or demand made by any pending or threatened claim person against it the Indemnified Party (a “Third-Party Claim”), such Indemnified Party ) shall give prompt written deliver notice (including copies of all papers served with a “Claim Notice”) in respect to such claim) thereof to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Third-Party Claim, an estimate of and shall provide the amount of damages attributable to Indemnifying Party with such information with respect thereto as the Third Indemnifying Party Claim may reasonably request, to the extent feasible and such information is reasonably available. The failure to deliver a Claim Notice, however, shall not release the basis Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party’s request Party against any and all Losses that may result from a Third-Party Claim that is exclusively for indemnification under civil monetary damages at Law pursuant to the terms of this Agreement; provided that the failure to so notify , the Indemnifying Party shall not relieve have the right, upon written notice to the Indemnified Party within 15 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party of (which expenses shall not be applied against any liability that it may have to any Indemnified Party except to the extent indemnity limitation herein) with counsel selected by the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim that (i) seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief, (ii) relates to or arises in connection with any criminal action, indictment, allegation or investigation, (iii) presents, under applicable standards of professional conduct, a conflict on any significant issue between the Indemnified Party and the Indemnifying Party or (iv) involves a material customer, supplier or distributor, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third-Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third-Party Claim within the time period and otherwise in accordance with the first sentence of this Section 7.4(b), then the Indemnified Party shall have the sole right to assume the defense of and to settle such Third-Party Claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, then the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has of such counsel shall have been specifically authorized in writing by the Indemnifying Party, Party or (ii) the Indemnifying Party failed named parties to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Third-Party Claim or (iiiincluding any impleaded parties) there shall exist or develop a conflict include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that would ethically prohibit representation by counsel to the Indemnifying Party from representing of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third-Party Claim, then the Indemnified Party. If requested by Party shall, at the Indemnifying Party’s expense, the Indemnified Party agrees to cooperate with the Indemnifying Party in such defense and its counsel in contesting any Third Party Claim that make available to the Indemnifying Party elects to contestall witnesses, includingpertinent records, without limitation, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by making the Indemnifying Party. If the Indemnifying Party assumes the defense of any counterclaim against the Person asserting the Third Party Claim or any crossThird-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The , then the Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claimnot, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperationThird-Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third-Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request, to the extent such information is reasonably available. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party fails agrees that it has an indemnification obligation but asserts that it is obligated to assume the defense of pay a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim lesser amount than that claimed by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning pay such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable lesser amount promptly to the Indemnified Party under this Section 13.2(c)Party, the Indemnifying Party shall pay without prejudice to or cause to be paid to waiver of the Indemnified Party Party’s claim for the amount of the Liability within ten business days of receipt difference. (d) The indemnification required hereunder shall be made by prompt payment by the Indemnifying Party of a notice reasonably itemizing the amount of actual Losses in connection therewith, as and when bills are received by the Liability but only Indemnifying Party or Losses incurred have been notified to the extent actually paid Indemnifying Party. (e) The Indemnifying Party shall not be entitled to require that any action be made or suffered brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (f) Notwithstanding the provisions of Section 9.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third-Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere.

Procedures. Promptly after receipt by a Person entitled to Any party seeking indemnification under subsection Sections 8.02, 9.02, and 11.02 (a) or (b) (an the “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in reasonable detail the nature assertion of the any Third Party Claim, an estimate of ; provided that no delay on the amount of damages attributable to the Third Party Claim to the extent feasible and the basis part of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify Party in notifying the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party or obligation hereunder, except to the extent that the Indemnifying Party demonstrates that it is has been prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the The Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for at its reasonable out of pocket costs incurred with respect to such cooperationown expense. If the Indemnifying Party fails to assume assumes control of the defense of a any Third Party Claim within a reasonable period after receipt Claim, the Indemnifying Party shall not be liable under Sections 8.02, 9.02 and 11.02 for any settlement effected by the Indemnified Party without its consent of written notice pursuant to any Third Party Claim. Notwithstanding the first sentence of this subparagraph (c)foregoing, or if the Indemnifying Party assumes the defense of a Third Party Claim and if the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the later determines in good faith that a Third Party ClaimClaim is likely to materially adversely affect it or its business in a manner that may not be adequately compensated by the money damages, then the Indemnified Party shall have may, by written notice to the Indemnifying Party, assume the exclusive right to defend, at the sole cost and expense of the Indemnifying Party (if compromise, or settle such claim. If the Indemnified Party is entitled shall so assume the exclusive right to indemnification hereunder)defend, the Third Party Claim by compromise, or settle such claim, all appropriate proceedings, which proceedings shall be promptly attorneys’ fees and vigorously prosecuted other expenses incurred by the Indemnified Party to a final conclusion in the defense, compromise or settled. The Indemnified Party shall have full control settlement of such defense and proceedings; provided that the Indemnified Party claim shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, expense and the Indemnified Party shall reimburse not be eligible for indemnification from the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, but the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause be entitled to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt indemnified by the Indemnifying Party of a notice reasonably itemizing for the full amount of the Liability but only to the extent actually paid or any other Damages suffered by the Indemnified PartyParty as a result of or arising out of the Third Party Claim. The party controlling the defense of any third party suit, action or proceeding shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such The Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so will promptly notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have indemnified claim. Any failure by the Indemnified Party to any give such notice shall not relieve such Indemnifying Party from its obligation to indemnify the Indemnified Party except to the extent the Indemnifying Party demonstrates that it is actually prejudiced thereby. In case as a result of such failure. (b) Except for claims involving any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Third Party Infringement or Third Party Claim, and it shall give notice to without limiting the Indemnifying Party of the commencement thereofParty’s indemnity obligations herein, the Indemnifying Party may, and may assume at the request of its option by written notice to the Indemnified Party shallParty, participate in and control the defense of the Third Party Claim any claim with counsel of its choice selected by such Indemnifying Party reasonably satisfactory acceptable to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c)assumes such defense, or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, meaningfully participate in the defense thereof and to employ counsel at the its sole cost and expense of that is separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. (if c) Whether or not the Indemnified Indemnifying Party is entitled assumes the defense of a claim pursuant to indemnification hereunderSection V(2)(b), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without admit any liability with respect to, or settle, compromise, consent to judgment or discharge, any claim, except with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying . (d) If a bona fide settlement offer is made with respect to a claim other than a claim involving any Third Party may participate in, but not control, any defense Infringement or settlement controlled by the Indemnified Third Party pursuant to this Section, Claim and the Indemnifying Party shall bear its own costs desires to accept and expenses with respect agree to such participation. Notwithstanding the other provisions of this Section 13.2offer, if the Indemnifying Party disputes its potential liability will give written notice to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of to that effect (the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute“Settlement Notice”). If the Settlement Notice (i) includes a dispute over potential liability is resolved in favor full release of the Indemnified Party, the Indemnifying Party shall reimburse (ii) does not have any material adverse monetary effect or continuing liability or obligation on the Indemnified Party in full for all costs Party, (iii) the entire cost of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party settlement is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party and (iv) the Indemnified Party fails to consent to the settlement offer within ten (10) Business Days after receipt of a notice reasonably itemizing the Settlement Notice or rejects the settlement offer, then the Indemnified Party shall thereafter be solely responsible for continuing the defense of such claim. In that event, the maximum liability of the Indemnifying Party as to such claim will not exceed the amount of such settlement offer. (e) If the Liability but only Indemnifying Party opts not to assume the defense as set forth in Section V(2)(b), (i) then the Indemnified Party shall afford the Indemnifying Party the opportunity to be meaningfully involved with respect to the extent actually paid or suffered response to and defense and/or settlement of the claim, such cooperation to include consultation on all material matters, including defense and settlement strategy and tactics, with the Indemnifying Party and (ii) the Indemnifying Party may employ counsel at its sole cost and expense that is separate from the counsel employed by the Indemnified Party, it being understood that the Indemnified Party shall control such defense.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or A Person seeking indemnification (b) (an the “Indemnified Party”) in respect of, arising out of notice of or involving a Loss or a claim or demand made by any pending or threatened claim person against it the Indemnified Party (a “Third Party Claim”)) shall deliver notice containing the nature of the Loss, the dates of such Indemnified Party shall give prompt written notice Loss and the details of specific Losses, if reasonably practicable (including copies of all papers served with a “Claim Notice”) in respect to such claim) thereof to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of the amount of damages attributable its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim that is exclusively for civil monetary damages at law pursuant to the extent feasible and the basis terms of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify , the Indemnifying Party shall not relieve have the right, upon written notice to the Indemnified Party within 30 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the defense thereof with counsel selected by the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim for equitable or injunctive relief, any claim that would impose criminal liability or damages or any Third Party Claim involving a customer, supplier, licensor or other partner of the Indemnified Party, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of such Third Party Claim in accordance with the first sentence of this Section 7.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has of such counsel shall have been specifically authorized in writing by the Indemnifying Party, Party or (ii) the Indemnifying Indemnified Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict reasonably determines that would ethically prohibit representation by counsel to the Indemnifying Party from representing of both the Indemnifying Party and such Indemnified PartyParty may present such counsel with a conflict of interest. If requested by the Indemnifying PartyParty assumes the defense of any Third Party Claim, the Indemnified Party agrees to shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party all witnesses, pertinent records, materials and information in contesting the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim that Claim, the Indemnifying Party elects to contestshall not, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperationThird Party Claim, unless such settlement, compromise or judgment (i) does not involve a finding or admission of wrongdoing, (ii) includes an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim and any similar claims, (iii) does not imposes equitable remedies or any obligation on the Indemnified Party, and (iv) provides solely for the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party fails to assume does not notify the defense Indemnified Party within 30 days following its receipt of a Third Party Claim within Notice in respect of a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if Direct Claim that the Indemnifying Party assumes the defense of disputes its liability to the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claimhereunder, then such Direct Claim specified by the Indemnified Party in such Claim Notice shall have the right to defend, at the sole cost and expense be conclusively deemed a liability of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, hereunder and the Indemnifying Party shall bear its own costs and expenses with respect to pay the amount of such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party on demand. (d) The indemnification required hereunder shall be made by (i) prompt payment by the Indemnifying Party or (ii) setoff and application against any amount that may be due to the Indemnifying Party under this Agreement or any Ancillary Agreement pursuant to Section 13.2 7.8 of the amount of actual Losses in connection therewith, as and if such dispute is resolved in favor of when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party, the . (e) The Indemnifying Party shall not be required entitled to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 require that any action be made or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability brought against any other Person before action is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After brought or claim is made against it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered hereunder by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) In the event that any claim or demand for which Seller or Buyer (b) (an “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), in such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification context (the “Indemnifying Party”) would be liable to a Person entitled to indemnification in accordance with Section 11.2 (in such context, the “Indemnified Party”) is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall give reasonably prompt notice of such claim or demand promptly to the commencement thereofIndemnifying Party, which notice shall describe specify the nature of such claim or demand in reasonable detail the nature of the Third Party Claim, an estimate of and the amount of damages attributable to or the Third Party Claim estimated amount thereof to the extent then reasonably feasible (the “Claim Notice”) and shall attach to such Claim Notice copies of any applicable summonses, complaints, pleadings, written claims, demands, notices, correspondence or other documents evidencing or supporting such claim in the basis possession of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure of the Indemnified Party to so notify give the Indemnifying Party a Claim Notice on a reasonably prompt basis shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party from its obligations under Section 11.2, except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case of any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice actual prejudice to the Indemnifying Party as a result of such delay. (b) The Indemnifying Party shall have thirty (30) days from the commencement thereofreceipt of a Claim Notice (the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such claim or demand. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party mayshall have the right to defend the Indemnified Party by appropriate proceedings; provided, and at however, that the request Indemnifying Party shall not, without the prior written consent of the Indemnified Party shall(which consent shall not be unreasonably withheld, participate delayed or conditioned), consent to the entry of any judgment against the Indemnified Party or enter into any settlement or compromise that (i) does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation, or (ii) includes terms and conditions that, in the reasonable judgment of the Indemnified Party, impose any burden, restraint, cost, liability, duty or other obligation on the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the control of the defense of any claim that (w) seeks injunctive, equitable or other non-monetary relief, (x) involves a claim of fraud by the Third Indemnified Party Claim with counsel or any of its choice reasonably satisfactory to Affiliates, (y) involves any criminal or quasi-criminal proceeding or (z) in the reasonable opinion of the Indemnified Party, involves a bona fide conflict of interest between the Indemnifying Party and the Indemnified Party. The Indemnified Party shall have the right make available, upon reasonable notice and during normal business hours, to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel agents and representatives, at the Indemnifying Party’s expense, all records, documents, information, data and other materials which may be reasonably required in contesting any Third Party Claim that the defense of such third party claim, and shall otherwise cooperate, at the Indemnifying Party’s expense, with and assist the Indemnifying Party elects in its defense of the claim; provided that in no event shall the Indemnifying Party have access to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and information to the extent that such access would violate Laws or would destroy any such counterclaim legal privilege or cross-complaint arises from the same actions or facts giving rise to the Third Party Claimwould violate any obligation of confidentiality. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give If the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent desires to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any such defense or settlement controlled by the Indemnified Party pursuant to this Sectionsettlement, it may do so at its sole cost and expense; provided that, the Indemnifying Party shall bear its own costs the reasonable fees and expenses of one separate counsel (and additional counsel in local jurisdictions as may be reasonably necessary) of the Indemnified Party (and shall pay such fees and expenses at least quarterly) if the Indemnified Party shall have reasonably concluded that there may be a conflict of interest (including one or more legal defenses or counterclaims available to it which are different from or in addition to those available to the Indemnifying Party) that would make it inappropriate, in the reasonable judgment of the Indemnified Party, for the same counsel to represent both the Indemnified Party and the Indemnifying Party. (c) In the event that the Indemnifying Party does not provide notice to the Indemnified Party during the Notice Period of its intent to and then assume the defense of a third party claim, the Indemnified Party may assume the defense of such claim and, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned), consent to the entry of any judgment against the Indemnified Party or enter into any settlement or compromise with respect to such participation. Notwithstanding the other provisions of this Section 13.2claim; provided that, if the Indemnifying Party disputes has not provided its potential liability to the Indemnified Party under consent thereto in accordance with this Section 13.2 and if sentence, such dispute is resolved in favor entry of the Indemnifying Party, the Indemnifying Party judgment or settlement shall not be required conclusive as to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein obligations under Section 11.2. If the Indemnifying Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. (d) In the event an Indemnified Party has a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly upon becoming aware of the nature of and basis for such claim send a Claim Notice with respect to such claim to the Indemnifying Party’s request, and the Indemnified Party shall reimburse may pursue such claim in accordance with the terms and conditions of this Agreement; provided that the failure of the Indemnified Party to give the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, Claim Notice on a reasonably prompt basis shall not relieve the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determinedfrom its obligations under Section 11.2, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable except to the Indemnified Party under this Section 13.2(c), extent of any actual prejudice to the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount as a result of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partysuch delay.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) A party seeking indemnification pursuant to Sections 7.2 or (b) 7.3 (an “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to from whom the Indemnified Party such indemnification is entitled to look for indemnification sought (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party assertion of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of claim or assessment, or the commencement thereofof any action, the Indemnifying Party maysuit, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel audit or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitationproceeding, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding a third party in respect of which indemnity may be sought hereunder, provided that hereunder (a “Third Party Claim”) and will give the Indemnifying Party will such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). Notice may be given to any Frost Group Shareholder by giving notice to the Representative (defined below). The Indemnifying Party shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party reasonable prior written within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. If the Indemnifying Party shall fail to assume the defense of the Third Party Claim within such fifteen (15) day period, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. If the Indemnifying Party elects to assume the defense of any such proposed settlement or compromise and will Third Party Claim, the Indemnified Party shall not consent to the entry of admit any judgment or enter into any settlement liability with respect to any to, or settle, compromise or discharge such Third Party Claim without the Indemnifying Party’s prior written consent of the Indemnified Partyconsent, which shall not be unreasonably withheld. The Indemnifying Party (if In the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If event that the Indemnifying Party fails does not elect to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the any such Third Party Claim, then the Indemnified Party may do any of the foregoing and/or defend such Third Party Claim, all at the expense and on the account of the Indemnifying Party. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall in any event have the right to defendparticipate, at its own expense, in the sole cost and expense defense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the any Third Party Claim by all appropriate proceedingswhich the other is defending. (c) The Indemnifying Party, which proceedings if it shall be promptly and vigorously prosecuted by have assumed the defense of any Third Party Claim in accordance with the terms hereof, shall have the right, upon fifteen (15) business days prior written notice to the Indemnified Party Party, to a final conclusion consent to the entry of judgment with respect to, or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not otherwise settle such Third Party Claim without provided the Indemnifying Party shall be solely obligated to satisfy and discharge such judgment or settlement, unless (i) the Third Party Claim involves equitable or other non-monetary damages or (ii) in the reasonable judgment of the Indemnified Party such settlement would have a continuing material adverse effect on the Indemnified Party, in which case such settlement only may be made with the written consent of the Indemnifying Indemnified Party, which consent shall . (d) Whether or not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall bear its own costs cooperate in the defense or prosecution thereof and expenses with respect shall furnish records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability of records and information which are reasonably relevant to the Indemnified such Third Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s requestClaim, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs making employees available on a mutually convenient basis to provide additional information and expenses explanation of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Partyany material provided hereunder, and the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyits reasonable out-of-pocket expenses in connection therewith.

Procedures. Promptly after receipt by If (i) any Event of Breach occurs or is alleged and a Person entitled UAG Indemnified Party asserts that the Stockholders have become obligated to indemnification under subsection (a) a UAG Indemnified Party pursuant to Section 9.1, or if any Stockholder Third Party Claim is begun, made or instituted as a result of which the Stockholders may become obligated to a UAG Indemnified Party hereunder, or (bii) a UAG Event of Breach occurs or is alleged and a Stockholder Indemnified Party asserts that UAG has become obligated to a Stockholder Indemnified Party pursuant to Section 9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of which UAG may become obligated to a Stockholder Indemnified Party hereunder (for purposes of this Article 2, any UAG Indemnified Party and any Stockholder Indemnified Party is sometimes referred to as an “"Indemnified Party”) of notice of " and UAG and the Stockholders are sometimes referred to as an "Indemnifying Party," and any pending or threatened claim against it (UAG Third Party Claim and any Stockholder Third Party Claim is sometimes referred to as a “"Third Party Claim”," in each case as the context so requires), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party Indemnifying Party of its or his obligation to whom the Indemnified Party is entitled to look for provide indemnification (the “Indemnifying Party”) of the commencement thereofhereunder, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of them from any liability that it or he may have to any the Indemnified Party except under this Article 9. If such notice relates to a Third Party Claim, each Indemnifying Party, jointly and severally, agrees to defend, contest or otherwise protect such Indemnified Party against any such Third Party Claim at his or its sole cost and expense. Such Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party to the extent reasonably possible. If the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject fails timely to indemnification under subsection (a) shall be brought defend, contest or otherwise protect against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Claim, such Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contestdo so, including, without limitation, by making the right to make any counterclaim against compromise or settlement thereof, and such Indemnified Party shall be entitled to recover the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises entire Cost thereof from the same actions Indemnifying Party, including, without limitation, attorneys' fees, disbursements and amounts paid (or facts giving rise of which such Indemnified Party has become obligated to pay) as the result of such Third Party Claim. The Failure by the Indemnifying Party to notify such Indemnified Party of its or their election to defend any such Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that deemed a waiver by the Indemnifying Party will give of its or their right to defend such Third Party Claim. If the Indemnified Indemnifying Party reasonable prior written notice assumes the defense of any the particular Third Party Claim, the Indemnifying Party shall not, in the defense of such proposed settlement or compromise and will not Third Party Claim, consent to the entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement with respect to of any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred except with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of such Indemnified Party) which does not include as an unconditional term thereof the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled giving by the claimant or the plaintiff to such Indemnified Party pursuant to this Section, and the Indemnifying a full release from all liability in respect of such Third Party shall bear its own costs and expenses with respect to such participationClaim. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Partyforegoing, the Indemnifying Party shall not be required entitled to bear control (but shall be entitled to participate at their own expense in the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s requestof), and the Indemnified Party shall reimburse be entitled to have sole control over, the Indemnifying defense or settlement of any Third Party in full for all costs and expenses of Claim to the litigation concerning such dispute. If a dispute over potential liability is resolved in favor extent the Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to Claims for indemnification under subsection this Agreement will be asserted and resolved as follows: (a) Any Buyer Indemnified Party or (b) Seller Indemnified Party seeking indemnification under this Agreement (an “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is entitled subject to look for indemnification under Section 11.2 or Section 11.3 will (i) promptly notify the other Party (the “Indemnifying Party”) of the commencement thereof, which Third Party Claim and (ii) as promptly as practicable transmit to the Indemnifying Party a written notice shall describe (a “Claim Notice”) describing in reasonable detail and with reasonable specificity the nature of the Third Party Claim, an estimate a copy of the amount of damages attributable all material papers served with respect to the Third Party Claim to the extent feasible and such claim (if any), the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that Agreement and an estimate of any Losses suffered with respect thereto (if reasonably determinable). Notwithstanding the foregoing, the delay or failure to so notify give the Indemnifying Party shall notice provided in, or in accordance with, this Section 11.4(a) will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations under this Article 11, except to the extent such Indemnifying Party is actually prejudiced by such delay or failure. (b) The Indemnifying Party will have the right to defend the Indemnified Party against such Third Party Claim (except in the case of an Excluded Matter) if the Indemnifying Party demonstrates promptly notifies the Indemnified Party (and in any event within twenty (20) days after having received any Claim Notice) that it is prejudiced thereby. In case any Claim that is subject exercising its right to indemnification under subsection (a) shall be brought against an defend the Indemnified Party and it shall give notice to against such Third Party Claim. If the Indemnifying Party of notifies the commencement thereof, Indemnified Party that the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control elects to assume the defense of the Third Party Claim, then the Indemnifying Party will have the right to defend such Third Party Claim with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory acceptable to the Indemnified Party, in all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 11.4(b). The Indemnified Indemnifying Party shall will have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses full control of such counsel shall be at defense and proceedings, including any compromise or settlement thereof; provided, however, that the expense Indemnifying Party will not enter into any settlement agreement without the written consent of the Indemnified Party unless (which consent will not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, such consent will not be required if (i) the employment thereof has been specifically authorized in writing settlement agreement contains a complete and unconditional general release by the Indemnifying Partythird party asserting the Third Party Claim of all Indemnified Parties affected by the Third Party Claim, (ii) the Indemnifying settlement agreement does not contain any admission of fault or material sanction or restriction upon or otherwise materially adversely affect the conduct or operation of any business conducted by the Indemnified Party failed to assume the defense or its Affiliates, and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Partypays or causes to be paid in full all amounts arising out of such settlement. If requested by the Indemnifying Party, the The Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting may participate in, but not control, any defense or settlement of any Third Party Claim that controlled by the Indemnifying Party elects pursuant to contestthis Section 11.4(b), including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise will bear its own costs and will not consent to the entry of any judgment or enter into any settlement expenses with respect to any Third Party Claim without such participation unless, in the prior written consent reasonable judgment of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party there is a conflict of interest (if including the availability to the Indemnified Party is entitled of one or more defenses that are not available to indemnification hereunderthe Indemnifying Party) shall reimburse that would prevent the same counsel from representing both the Indemnified Party and the Indemnifying Party, then the Indemnified Party will be entitled to retain one separate counsel who shall have a right to reasonably participate in but not control the defense of such Third Party Claim, the reasonable costs and expenses of which will be borne by the Indemnifying Party. Notwithstanding the foregoing, if a Third Party Claim (A) seeks non-monetary relief which, if granted, could materially adversely affect the Indemnified Party or any of its Affiliates and that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be readily separated from any related claim for its reasonable out money damages (provided that, if such equitable relief or other relief portion of pocket costs incurred with respect to such cooperation. If the Third Party Claim can be so separated from that for money damages, the Indemnifying Party fails shall be entitled to assume the defense of the portion relating to money damages) or (B) involves a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph criminal proceeding (ceach, an “Excluded Matter”), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defenddefend and control the applicable Third Party Claim. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 11.4(b) within twenty (20) days after receipt of any Claim Notice (or notifies the Indemnified Party within such time period that it elects not to defend the Indemnified Party) or thereafter fails to reasonably diligently conduct such defense, at then the sole Indemnified Party shall have the right to defend itself against the applicable Third Party Claim, and be reimbursed for its reasonable cost and expense of the Indemnifying Party (but only if the Indemnified Party is actually entitled to indemnification hereunder), ) in regard to the Third Party Claim with counsel reasonably selected by the Indemnified Party, in all appropriate proceedings. In such circumstances or in the case of an Excluded Matter, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified will defend any such Third Party shall Claim in good faith and have full control of such defense and proceedings; provided provided, however, that the Indemnified Party shall may not settle enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the written consent of the Indemnifying Party, ’s consent (which consent shall will not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this SectionSection 11.4(c) or in the case of an Excluded Matter, and the Indemnifying Party shall will bear its own costs and expenses with respect to such participation. (d) If requested by the Party controlling the defense of a Third Party Claim, the other Party agrees, at the sole cost and expense of the controlling Party (provided that such cost and expense shall nonetheless be that of the Indemnifying Party if the Indemnified Party is actually entitled to indemnification hereunder), to cooperate with the controlling Party and its counsel in contesting any Third Party Claim that the controlling Party elects to contest, including providing reasonable access to documents, records and information. In addition, such other Party will make its personnel reasonably available at no cost to the controlling Party for conferences, discovery, proceedings, hearings, trials or appeals as may be reasonably requested by the controlling Party. Such other Party also agrees to cooperate with the controlling Party and its counsel in the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. (e) A claim for indemnification for any matter not involving a Third Party Claim will be asserted by notice to the Party from whom indemnification is sought as promptly as practicable after the date on which the Indemnified Party becomes aware of facts giving rise to the claim for indemnification, which notice will describe in reasonable detail and with reasonable specificity the nature of the claim and the basis of the Indemnified Party’s request for indemnification under this Agreement and will include, to the extent estimable, a reasonable estimate of the Losses suffered with respect thereto (if reasonably determinable) (a “Direct Claim”). Notwithstanding the other provisions of foregoing, the delay or failure to give the notice provided in, or in accordance with, this Section 13.211.4(e) will not relieve the Indemnifying Party of its obligations under this Article 11, except to the extent such Indemnifying Party is actually prejudiced by such delay or failure. (f) An Indemnifying Party may reply to a Direct Claim made under Section 11.4(e) by written notice given to the Indemnified Party, which notice shall state (x) whether such Indemnifying Party agrees or disagrees that the Direct Claim asserted by the Indemnified Party is a valid claim under this Agreement, (y) whether such Indemnifying Party agrees or disagrees with respect to the amount of the Losses in such Direct Claim and (z) if such Indemnifying Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. (g) If the Indemnifying Party does not give the Indemnified Party a notice pursuant to Section 11.4(f) disputing a Direct Claim within thirty (30) days after receipt of such Direct Claim (the “Indemnity Notice Period”), or if the Indemnifying Party disputes its potential liability gives notice that such Direct Claim is uncontested, then, subject to the Indemnified Party under limitations in this Section 13.2 and if such dispute is resolved in favor of the Indemnifying PartyArticle 11, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall promptly pay or cause to be paid to the Indemnified Party Party, by wire transfer of immediately available funds, the amount of such Losses specified in such Direct Claim. (h) If the Liability within ten business days notice from the Indemnifying Party admits that a portion of receipt the Direct Claim is a valid claim under this Article 11 and the remaining portion of the Direct Claim is disputed, then, subject to the limitations in this Article 11, the Indemnifying Party shall promptly pay or cause to be paid to the Indemnified Party, by wire transfer of immediately available funds, the amount of such mutually agreed Losses, and in each case of this clause (h), the disputed portion of such Direct Claim shall be resolved in accordance with Section 11.4(i). (i) If the notice given by the Indemnifying Party as provided in Section 11.4(f) hereof disputes all or part of a notice reasonably itemizing the claim or claims asserted in the Direct Claim by the Indemnified Party or the amount of Losses thereof within the Liability but only Indemnity Notice Period (a “Disputed Claim”), then, to the extent actually paid or suffered by of the disputed portion of the Direct Claim, the Direct Claim shall be treated as a Disputed Claim. The Indemnified PartyParty and the Indemnifying Party shall make a reasonable good faith effort to resolve any Disputed Claim for a period of thirty (30) days following the Indemnity Notice Period.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or The party seeking indemnification under Section 12.02 (bthe "INDEMNIFIED PARTY") agrees to give prompt notice to the ----- party against whom indemnity is sought, or, in the case of an indemnity sought by Buyer, to the Principal Stockholder (an “Indemnified Party”) the "INDEMNIFYING PARTY"), of notice the assertion of any pending claim, or threatened claim against it the commencement of any suit, action or proceeding, by a third party (a “Claim”), "THIRD PARTY CLAIM") in respect of which indemnity may be sought under such Indemnified Section and will provide the Indemnifying Party shall give prompt written notice (including copies of all papers served such information with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and entitled to participate in the defense thereofof any Third Party Claim at its own expense. If, but within 30 days of its receipt of the fees notice called for in 12.03(a) above, the Indemnifying Party -------- delivers a written notice to the Indemnified Party acknowledging its liability to indemnify the Indemnified Party against any and expenses all Damages that the Indemnified Party might incur in respect of such counsel Third Party Claim (subject only to the $2,000,000 deductible provided in Section 12.02(a) or (b), as -------- applicable), then, subject to the limitations set forth in this Section, the Indemnifying Party shall be entitled to control and appoint lead counsel for such defense, in each case at the expense of the Indemnifying Party. Prior to the receipt of the written notice from the Indemnifying Party called for in the preceding sentence, the Indemnified Party unless may take, but shall not be obligated to take, any action it considers reasonably necessary or desirable in conducting such defense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without obtain the prior written consent of the ----- Indemnified Party, Party (which shall not be unreasonably withheld. The Indemnifying ) before entering into any settlement of such Third Party (Claim, if the settlement does not release the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred from all liabilities and obligations with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to or the first sentence of this subparagraph (c), settlement imposes injunctive or if the Indemnifying Party assumes the defense of other equitable relief against the Indemnified Party pursuant to this subparagraph and (cii) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is be entitled to indemnification hereunder), participate in the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control defense of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent and to employ separate counsel of the Indemnifying Party, which consent shall not be unreasonably withheldits choice for such purpose. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs fees and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party such separate counsel shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or In order for a party (b) (an “the "Indemnified Party”") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of notice of or involving a claim made by any pending or threatened claim Person against it the Indemnified Party (a “"Third Party Claim”"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to must notify the indemnifying party to whom the Indemnified Party is entitled to look for indemnification (the “"Indemnifying Party”") in writing (and in reasonable detail) of the commencement thereof, which Third Party Claim within 15 business days after receipt by such Indemnified Party of notice shall describe in reasonable detail the nature of the Third Party Claim; provided, an estimate 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 amount 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 damages attributable all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the extent feasible Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, 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 not assumed the 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 a Third Party Claim, all the indemnified 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 that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, which releases the Indemnified Party completely in connection with such 33 FINAL FORM Third Party Claim and that would not otherwise materially adversely affect the Indemnified Party’s request for indemnification . (c) In the event any Indemnified Party should have a claim against any Indemnifying Party under this Agreement; provided Section 7.02 or 7.03 that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party so to so notify the Indemnifying Party shall not relieve the Indemnifying Party of from any liability that it may have to any such Indemnified Party under Section 7.02 or 7.03, except to the extent that the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing actually prejudiced by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperationfailure. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear disputes its own costs and expenses liability with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Partyclaim, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party proceed in full for all costs and expenses good faith to negotiate a resolution of the such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of an appropriate court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partycompetent jurisdiction.

Procedures. Promptly after receipt by a (a) Any Person that may be entitled to indemnification under subsection this Article VII (a) or (b) (an the “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall give prompt written notice notification (including copies of all papers served with respect to such claima “Third-Party Claim Notice”) to the party to Party from whom the Indemnified Party indemnification is entitled to look for indemnification sought (the “Indemnifying Party”) after receipt by the Indemnified Party of notice of the commencement thereofof any action, suit or proceeding relating to a third-party claim against an Indemnified Party in respect of which notice shall describe such Indemnified Party may seek indemnity pursuant to this Agreement (including a claim by a third party against the Indemnified Party, such claim by a third party being a “Third-Party Claim”), describing in reasonable detail the nature facts and circumstances with respect to the subject matter of such Third-Party Claim and the Third Party Claim, an a good faith estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreementclaimed Covered Losses; provided that the failure to so notify provide such notice shall not release the Indemnifying Party shall not relieve the Indemnifying Party from any of any liability that it may have to any Indemnified Party its obligations under this Article VII, except to the extent that the Indemnifying Party demonstrates suffers actual loss or prejudice as a result of such failure or delay. (b) Upon receipt of a notice of a Third-Party Claim for indemnity from an Indemnified Party: (i) the Indemnifying Party will be entitled, by notice to the Indemnified Party delivered within [†] of the receipt of notice of such Third-Party Claim, to assume the defense and control of such Third-Party Claim (at the Indemnifying Party’s expense) if the relief sought in such Third-Party Claim is (A)(x) solely monetary and the Indemnifying Party, prior to the assumption of such defense, agrees in writing that it any Liability related to or arising from such Third-Party Claim shall be deemed a Covered Loss under this Article VII for which the Indemnified Party is prejudiced thereby. In case any Claim that is subject entitled to indemnification under subsection (athe “Liability Assumption” and, for the sake of clarity, it being understood that such Liability Assumption shall not extend to any material amendment to a Third-Party Claim nor shall the Indemnifying Party have control of the Third-Party Claim with respect to such material amendment unless such Indemnifying Party complies with this Section 7.4(b)(i) shall be brought with respect to such material amendment), and (y) does not seek an injunction or equitable relief against an the Indemnified Party and it shall give notice (B) such Third-Party Claim is not related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. Notwithstanding an election by the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control to assume the defense of such Third-Party Claim, the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ one separate counsel in any such action to monitor and consult with respect to, and to participate in the defense thereofas counsel of record, but not to direct such Proceeding, and the fees Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel shall be at if (A) there exists a conflict of interest, as advised by outside counsel for the expense of Indemnified Party, between the Indemnified Party unless (i) and the employment thereof has been specifically authorized Indemnifying Party in writing connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party failed to does not assume the defense and employ counsel or failed to diligently prosecute or settle the Third control of any Third-Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel pursuant to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying PartySection 7.4(b)(i), the Indemnified Party agrees shall be entitled to cooperate assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel to monitor and consult with counsel for the Controlling Party, and participate in the defense as counsel of record (but not direct) such Third-Party Claim, at the Indemnifying Party’s own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its counsel respective Representatives to, reasonably cooperate with the other in contesting the defense of any Third Third-Party Claim Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all relevant correspondence and documentation relating thereto; provided that either Party may restrict the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying information (provided that such Party shall be the sole judge use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of the acceptability such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity its Subsidiaries may be sought hereunder, subject (provided that such Party shall use its reasonable best efforts to obtain the Indemnifying Party will give the Indemnified Party required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable prior written notice access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such proposed information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) The Party which has assumed control of the defense of the Third-Party Claim (the “Controlling Party”) shall not be authorized to consent to a settlement or compromise and will not consent to of, or the entry of any judgment or enter into arising from, any settlement with respect to any Third Third-Party Claim without the prior written consent of the Indemnified party not controlling the defense (the “Non-Controlling Party,” and such settlement, which shall a “Unilateral Settlement”) (such consent not to be unreasonably withheld. The Indemnifying , unconditioned or delayed) unless (A) the Non-Controlling Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (if B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim fully indemnified by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall ; and (C) such Third-Party Claim does not be unreasonably withheld. The Indemnifying Party may participate in, but not control, involve any defense or settlement controlled by the non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party pursuant to this Sectionor finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; provided, and in the Indemnifying event a Unilateral Settlement is entered into by a Controlling Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute that is resolved in favor of not the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs existence and expenses terms of the Indemnified Party’s defense pursuant to this Section 13.2 or Unilateral Settlement shall be disregarded for the purposes of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability determining whether any indemnification obligation is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party owed under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyArticle VII.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or A party seeking indemnification (b) (an the “Indemnified Party”) in respect of, arising out of notice of or involving a Loss or a claim or demand made by any pending or threatened claim person against it the Indemnified Party (a “Third-Party Claim”), such Indemnified Party ) shall give prompt written deliver notice (including copies of all papers served with a “Claim Notice”) in respect to such claim) thereof to the party Stockholder Representative, on behalf of the Consideration Stockholders, or to whom the Indemnified Party is entitled to look for indemnification Acquiror, as applicable (the “Indemnifying Party”) with reasonable promptness, and in any case within 30 days, after receipt by such Indemnified Party of notice of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Third-Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify shall provide the Indemnifying Party shall not relieve with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of any liability that it may have to any Indemnified Party its obligations under this Article IX except to the extent that the Indemnifying Party demonstrates that it is materially prejudiced thereby. In case any Claim that is subject to indemnification under subsection by such failure. (ab) The Indemnifying Party shall be brought against an Indemnified Party and it shall give have the right, upon written notice to the Indemnifying Indemnified Party within 20 days of receipt of a Claim Notice from the commencement thereofIndemnified Party in respect of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim (which expenses shall not be applied against any indemnity limitation herein) with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim for equitable or injunctive relief or any claim that would impose criminal liability, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third-Party Claim, with counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party that otherwise qualify as indemnifiable Losses under this Article IX for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third-Party Claim within the time period and otherwise in accordance with the first sentence of this Section 9.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third-Party Claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has of such counsel shall have been specifically authorized in writing by the Indemnifying Party, (ii) the named parties to the Third-Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by such counsel that there are one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing is not defending such Third-Party Claim in good faith. In any of the circumstances described in the foregoing clauses (i) through (iii), the fees and expenses of separate counsel for the Indemnified Party shall be at the expense of the Indemnifying Party. If requested by the Indemnifying PartyParty assumes the defense of any Third-Party Claim, the Indemnified Party agrees to shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and its counsel in contesting any Third Party Claim that make available to the Indemnifying Party elects to contestall witnesses, includingpertinent records, without limitation, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as are reasonably required by making the Indemnifying Party. If the Indemnifying Party assumes the defense of any counterclaim against the Person asserting the Third Party Claim or any crossThird-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The , the Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claimnot, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperationThird-Party Claim if such settlement, compromise or judgment (A) involves a finding or admission of wrongdoing, (B) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third-Party Claim or (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. Notwithstanding the foregoing, with respect to any Third-Party Claim for which an Acquiror Indemnified Party’s sole and exclusive remedy with respect to any related Losses would be to make a claim under the R&W Insurance Policy, the Acquiror Indemnified Party shall timely deliver a Claim Notice to the Stockholder Representative pursuant to Section 9.4(a), but the provisions of this Section 9.4(b) shall not apply. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness, and in any case within 30 days, after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article IX. If the Indemnifying Party fails to assume does not notify the defense Indemnified Party within 20 days following its receipt of a Third Party Claim within Notice in respect of a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if Direct Claim that the Indemnifying Party assumes the defense of disputes its liability to the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claimhereunder, then such Direct Claim specified by the Indemnified Party in such Claim Notice shall have the right to defend, at the sole cost and expense be conclusively deemed a liability of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, hereunder and the Indemnifying Party shall bear its own costs and expenses with respect to pay the amount of such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, on demand. If the Indemnifying Party shall not be required agrees that it has an indemnification obligation but asserts that it is obligated to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If pay a dispute over potential liability is resolved in favor of lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party pay such lesser amount in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable accordance with this Article IX promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. Notwithstanding the foregoing, with respect to any Direct Claim for which an Acquiror Indemnified Party’s sole and exclusive remedy with respect to any related Losses would be to make a claim under the R&W Insurance Policy, the Acquiror Indemnified Party under shall timely deliver a Claim Notice to the Stockholder Representative pursuant to this Section 13.2(c9.4(c), but the remaining provisions of this Section 9.4(c) shall not apply. (d) The Indemnifying Party shall pay not be entitled to require that any action be made or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid brought against any other Person before action is brought or suffered claim is made against it hereunder by the Indemnified Party. (e) Notwithstanding the provisions of Section 11.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third-Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an “"Indemnified Party”") of notice of any pending or threatened claim against it (a “"Claim”"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party Person to whom the Indemnified Party is entitled to look for indemnification (the “"Indemnifying Party”") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s 's request for indemnification under this Agreement; provided PROVIDED that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (aSection 13.2(a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, including by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided PROVIDED that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (cSection 13.2(c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (cSection 13.2(c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided PROVIDED that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.or

Procedures. Promptly after receipt by a Person Any indemnification of Grifols, Grifols Affiliates, Cadence, or Cadence Affiliates hereunder shall include and extend to the benefit of their respective shareholders, directors, officers and employees. Any person that may be entitled to indemnification under subsection (a) or (b) this Agreement (an “Indemnified Party”) of shall give written notice of any pending or threatened claim against to the Person obligated to indemnify it (a “Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the an “Indemnifying Party”) with reasonable promptness upon becoming aware of any facts upon which a claim for indemnification will be based; the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it set forth such information with respect thereto as is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice then reasonably satisfactory available to the Indemnified Party. The Indemnified Indemnifying Party shall have the right to employ separate counsel in any such action and to participate in undertake the defense thereofof any claim, but the fees and expenses of such demand, suit, action or proceeding by any Third Party (a “Third Party Claim”) with counsel shall be at the expense of reasonably satisfactory to the Indemnified Party unless (i) and the employment thereof has been specifically authorized Indemnified Party shall cooperate in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the such defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If make available all records, materials and witnesses reasonably requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with in connection therewith at the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation’s expense. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes shall have assumed the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Third-Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability counsel reasonably satisfactory to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), for any legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnifying Party shall pay not be liable for any Third-Party Claim settled without its consent, which consent shall not be unreasonably withheld or cause to be paid to delayed. The Indemnifying Party shall obtain the written consent of the Indemnified Party prior to ceasing to defend, settling or otherwise disposing of any Third-Party Claim if as a result thereof the amount Indemnified Party would become subject to injunctive or other equitable relief or if the Indemnified Party may reasonably object to such disposition of the Liability within ten business days of receipt by the Indemnifying such Third-Party of Claim based on a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by continuing adverse effect on the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or The indemnified party shall give prompt written notice to the indemnifying party within ten (b30) days after becoming aware of a claim as to which indemnity may be sought and ten (an “Indemnified Party”10) days after receipt of notice of a Third Party Claim (as defined herein), including as a result of any pending demand, suit, claim or threatened claim against it assertion of liability by third parties that is subject to indemnification hereunder (a “Claim”), but a failure in good faith to give such Indemnified Party notice or delaying such notice shall give prompt written notice (including copies of all papers served not affect the indemnified party’s rights or the indemnifying party’s obligations except to the extent the indemnifying party’s ability to remedy, contest, defend or settle with respect to such claimClaim is thereby prejudiced. The Claim notice (“Claim Notice”) to must (A) describe with reasonable particularity the party to whom circumstances supporting the Indemnified Party indemnified party’s belief that it is entitled to look for indemnification under this Article IX, (B) if a Third-Party Claim, deliver copies of any documents served on the indemnified party, (C) provide material written evidence related to the Claim (to the extent feasible) and (D) estimate the amount, if reasonably practicable and feasible, of the Damages that may be sustained by the indemnified party. (b) The indemnifying party shall have the right to undertake the defense or opposition to a third party claim (“Indemnifying PartyThird Party Claim”) with counsel selected by it (such expenses to be included in the calculation of Damages) by providing notice of such election within ten (10) days after receipt of the commencement Claim Notice; provided that the indemnifying party shall not have the right to defend or direct the defense of any such Third Party Claim that seeks an injunction or other equitable relief against the indemnified party. If such Third Party Claim is asserted directly by or on behalf of a Person that is a supplier or vendor of the Company, to the extent the Company or the Owner are the indemnifying party, the Company or the Owner shall use reasonable efforts seek input from Purchaser in connection with such Claim. In the event that the indemnifying party does not undertake such defense or opposition in a reasonably timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such Third Party Claim with counsel selected by the indemnified party, with the indemnifying party liable for all reasonable legal costs and expenses of legal counsel (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the indemnified party shall have the right, which notice shall describe at its own cost and expense, to participate in reasonable detail the nature defense, opposition, compromise or settlement of the Third Party Claim; provided that if in the reasonable opinion of counsel to the indemnified party, an estimate (A) there are legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party or (B) there exists a conflict of interest between the amount indemnifying party and the indemnified party that cannot be reasonably waived, the indemnifying party shall be liable for the reasonable fees and expenses of damages attributable counsel to the indemnified party in each jurisdiction for which the indemnified party reasonably determines that counsel is required; (ii) the indemnifying party shall not, without the indemnified party’s written consent (which shall not be unreasonably delayed, conditioned or withheld), settle or compromise any Third Party Claim or consent to entry of any judgment to the extent (A) the Third Party Claim seeks damages in addition to monetary damages and (B) such settlement does not provide for the extent feasible and the basis unconditional release of the Indemnified Party’s request for indemnification under this Agreement; provided indemnified party from all liabilities and obligations in connection with such Third Party Claim; (iii) in the event that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party indemnifying party undertakes defense of any liability that it may have or opposition to any Indemnified Third Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereofClaim, the Indemnifying Party mayindemnified party, by counsel or other representative of its own choosing and at the request of the Indemnified Party shallits sole cost and expense, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate consult with the indemnifying party and its counsel in any concerning such action Third Party Claim and to participate in the defense thereof, but indemnifying party and the fees indemnified party and expenses of such their respective counsel shall be at the cooperate in good faith with respect to such Third Party Claim including, making available records relating to such Third-Party Claim and furnishing management employees without expense of the Indemnified Party unless (i) non-defending party as may be reasonably necessary for the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume preparation of the defense and employ counsel or failed to diligently prosecute or settle the Third of such Third-Party Claim or Claim; (iiiiv) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to To the extent that the indemnifying party makes or is required to make any such counterclaim or cross-complaint arises from the same actions or facts giving rise indemnification payment to the Third Party Claim. The Indemnifying Party indemnified party, the indemnifying party shall be the sole judge entitled to exercise, and shall be subrogated to, any rights and remedies (including rights of the acceptability indemnity, rights of any compromise or settlement contributions, and other rights of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided recovery) that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of indemnified party may have against any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement other Person with respect to any Third Party Claim without the prior written consent of the Indemnified Party, Damages to which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party such indemnification payment is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), directly or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyindirectly related.

Procedures. Promptly after receipt by a Person (a) Any party(ies) entitled to indemnification under subsection Section 11.02 (a) or (b) (an the “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall agrees to give prompt written notice (including copies of all papers served with respect to such claim) to the party to from whom the Indemnified Party is entitled to look for seek indemnification (the “Indemnifying Party”) of the assertion of any claim, or the commencement thereofof any suit, action or proceeding in respect of which notice the Indemnified Party is entitled to seek indemnification under Section 11.02 (it being understood that a party’s entitlement to indemnification shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable be determined without regard to the Third application of (i) the Seller General Basket, Seller Environmental Basket and Buyer Basket (collectively, the “Baskets”) and (ii) the Seller Cap and Buyer Cap (collectively, the “Caps”)) and will provide the Indemnifying Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) Seller shall control and appoint lead counsel for the defense of any claim asserted by any third party (a “Third Party demonstrates Claim”) that it is prejudiced therebyan Excluded Liability. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereofaddition, the Indemnifying Party may, shall be entitled to control and at appoint lead counsel for the request defense of any Third Party Claim or any Environmental Matter if (i) it is reasonably expected that indemnification payments to be made by the Indemnifying Party in respect of such Third Party Claim or Environmental Matter in accordance with Section 11.02 (taking into account the Baskets and the Caps) will be greater than the harm suffered by the Indemnified Party shall, participate in and control the defense as a result of the such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in Claim, including any injunctive, equitable or other non-monetary relief sought by such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Partythird party, (ii) the Indemnifying Party failed shall acknowledge in writing its obligation to indemnify the Indemnified Party for any Damages relating to such Third Party Claim or Environmental Matter (subject to the limitations on indemnification set forth in this Article 11, including the Baskets and the Caps) and (iii) the Indemnifying Party shall notify the Indemnified Party that it has elected to assume such defense promptly but in any event within 30 days after receipt of the notice with respect to such Third Party Claim referred to in Section 11.02(a) or, with respect to Environmental Matters, in a timely manner given the facts and circumstances and changes thereto or development thereof over time (it being understood that the Indemnified Party shall be entitled to take such actions as may be required to defend such Third Party Claim, including if necessary seeking extensions of time to respond to pleadings and the like, prior to the receipt of such acknowledgement within the 30-day period referred to above). The Indemnified Party shall be entitled to control and appoint lead counsel for the defense of any Third Party Claim if the Indemnifying Party is not entitled to, or fails to, elect to assume the defense and employ counsel of such claim pursuant to the foregoing sentence, or failed thereafter if the Indemnifying Party fails or ceases to diligently prosecute or settle such claim with reasonable diligence. (c) The party controlling the defense of any Third Party Claim or Environmental Matter in accordance with the provisions of this Section 11.03 (iiithe “Controlling Party”) there (i) shall exist pay all the costs of such defense (including attorneys’ fees), provided that if the Indemnified Party is the Controlling Party, then such costs shall be considered Damages arising out of such Third Party Claim for purposes of Section 11.02, and (ii) shall obtain the prior written consent of the other party (the “Non-Controlling Party”) before entering into any settlement of such Third Party Claim or develop a conflict that would ethically prohibit Environmental Matter, such consent not to be unreasonably withheld (A) if the settlement does not impose injunctive or other equitable relief against the Non-Controlling Party or (B) with respect to Environmental Matters, if the settlement is consistent with the terms of Section 11.03(g). The Non-Controlling Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Non-Controlling Party, unless in the reasonable judgment of counsel to the Indemnifying Non-Controlling Party from representing there is a conflict of interest between the Indemnified Controlling Party and the Non-Controlling Party. If requested , in which case such fees and expenses shall be paid by the Indemnifying Party, Controlling Party (provided that if the Indemnified Party agrees to cooperate with is the Indemnifying Controlling Party, then such fees and expenses shall be considered Damages arising out of such Third Party and its counsel in contesting Claim for purposes of Section 11.02). In any Third Party Claim that where an Indemnified Party is the Indemnifying Non-Controlling Party elects and which involves any material customer or supplier of the Indemnified Party or its Affiliates, such participation shall in any event include the right of the Non-Controlling Party to contest, including, without limitation, by making any counterclaim against engage in direct discussions with the Person asserting the other parties to such Third Party Claim Claim, including discussions concerning the claim and the potential resolution thereof; provided that (1) such participation right shall not alter the rights of the Controlling Party to control and direct the defense of such Third Party Claim, including the right to reject or accept any crossresolution proposed by the Non-complaint against any PersonControlling Party in such Controlling Party’s sole discretion, and (2) the Non-Controlling Party shall disclose to such other parties that in each case only if and to the extent that conducting any such counterclaim or crossdiscussions, the Non-complaint arises from Controlling Party is acting on its own behalf and not as a Representative of the same actions or facts giving rise Controlling Party and the Non-Controlling Party is not authorized to the agree to any settlement with respect to such Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with With respect to any Third Party Claim without relating to the prior written consent Specified Matters, the Controlling Party shall retain the legal counsel identified in Section 11.03(c) of the Disclosure Schedule with respect thereto and shall not replace or discharge such counsel absent good cause. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. In furtherance and not in limitation of the foregoing, in connection with the defense of any Infringement Claim, Buyer shall, to the extent requested by Seller, assert (or, in Buyer’s sole discretion, allow Seller to assert on its behalf) against the Person making such Infringement Claim any claims for infringement or misappropriation of Business Intellectual Property Rights for which there is a reasonable basis in law and fact. A Controlling Party shall, to the extent requested by the Non-Controlling Party, (i) keep the Non-Controlling Party reasonably informed relating to the progress of any significant matter (including providing the Non-Controlling Party with periodic summaries of the status of such Third Party Claim and the amounts spent with respect thereto and copies of all material plans, reports and external correspondence and notifying the Non-Controlling Party of, and giving the Non-Controlling Party the opportunity to attend, scheduled voice or in-person conferences with regulators or other third parties) and (ii) provide the Non-Controlling Party with a reasonable period of time, given the specific circumstances, to permit such party to comment on any material proposed actions, and to consider in good faith any such comments. (e) Each Indemnified Party must mitigate as required by Applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party ’s reasonable costs of mitigation) within two Business Days after the benefit is received. (if the f) Each Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for use its reasonable out of pocket costs incurred efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 11.02. (g) In addition to the provisions set forth in Section 11.03(a), 11.03(b), 11.03(c), 11.03(e) and 11.03(f) above, with respect to any matter for which Buyer or its Affiliates seek indemnification relating to a Warranty Breach of Section 3.20, an Excluded Environmental Liability, an Identified Environmental Liability or any other environmental matter otherwise subject to indemnification under the terms of this Agreement (“Environmental Matters”): (i) Except as set forth in Section 11.03(b), Buyer will retain the defense, control and resolution of any Environmental Matters, including disclosure, investigation, negotiation, performance and settlement of such cooperationmatters. If With respect to any Environmental Matters, the Indemnifying Controlling Party fails shall, to assume the extent requested by the Non-Controlling Party, (1) keep the other party reasonably informed relating to the progress of any significant matter (including providing the Non-Controlling Party with copies of all material plans, reports and external correspondence and notifying the other party of, and giving the Non-Controlling Party the opportunity to attend, scheduled voice or in-person conferences with regulators or other third parties), (2) provide the other party with a reasonable period of time, given the specific circumstances, to permit such party to comment on any material proposed actions, and to consider in good faith any such comments and (3) not unreasonably interfere with the ordinary course operation of the business at any Real Property or with the continuing use of the Real Property in the manner being used as of the Closing Date; (ii) Buyer agrees to, and shall cause its Affiliates to, cooperate with Seller in providing all necessary and reasonably requested access to properties, facilities, employees and records and timely providing Seller with copies of all communications relating to such matter received from any Governmental Authority or third party; (iii) Each party agrees to cooperate, and to cause their respective Affiliates to cooperate, in the defense or prosecution of any Environmental Matter and shall provide to the other party with copies of any and all material environmental audits, studies, action plans, tests and communications with any Governmental Agency or third party relating to investigatory, remedial or other activities with respect to any property which may be subject to a claim for indemnification for any Environmental Matters; (iv) Seller’s obligation to indemnify Buyer or any of its Affiliates shall be limited to those Damages which must be incurred, based upon (1) the use of a reasonable and cost-effective method available under the circumstances and (2) the industrial or commercial use of the property as of the Closing Date, to meet, in a reasonably cost-effective manner, the requirements of any applicable Environmental Law or to meet the demands of any applicable Governmental Authority or as required by any judicial or administrative resolution, order or settlement agreement of a Third Party Claim within otherwise complying with the terms of this Agreement. To the extent necessary to achieve the purposes set forth in this Section, Buyer and its Affiliates agree that engineering or institutional controls and a deed or other restriction are each a reasonable period after receipt cost-effective method, so long as such control or restriction does not materially limit the industrial or commercial activities being performed on the applicable property as of written notice pursuant the Closing Date. (v) Seller shall have no liability under this Agreement for any Damages relating to Environmental Matters to the first sentence extent arising out of this subparagraph any sampling of the soil or groundwater or any disclosure, report, or communication to any Governmental Authority or third party by Buyer or any of its Affiliates (cor by a Third Party Buyer of any Real Property as described in clause (B) below), or if the Indemnifying Party assumes the defense out of the Indemnified Party pursuant initiation or encouragement by Buyer or any of its Affiliates of any action by any Governmental Authority or third party unless: (A) Buyer or any of its Affiliates reasonably believes it must investigate, take action, initiate or encourage any such action due to this subparagraph (c1) but fails diligently the requirements of any applicable law, including any Environmental Law, (2) a need to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right respond to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the any Third Party Claim by all appropriate proceedingsagainst Buyer or its Affiliates, (3) the discovery of a condition first identified as a result of construction activities which proceedings shall would have been undertaken in the ordinary course of operating the site in the manner in which it is operating as of the Closing Date, in the absence of an indemnity or (4) the discovery of a condition in the ordinary course of operating the site in the manner in which it is operating as of the Closing Date which condition, if unaddressed, would reasonably be promptly expected to result in a material Third Party Claim or imminent and vigorously prosecuted by substantial risk to human health; (B) Buyer or any of its Affiliates reasonably believes that it (or any Third Party Buyer) must investigate, take action, initiate or encourage any such action to meet the Indemnified demands of a reasonable third party buyer or its financing parties (collectively, “Third Party Buyers”) in connection with the sale of the applicable Real Property to a final conclusion such third party or settled. The Indemnified Party shall have full control of such defense and proceedingsany other transaction involving the direct or indirect transfer of, or related encumbrance on, the applicable Real Property; provided that the Indemnified Party shall not settle liability of Seller under this Agreement for any Damages for any Environmental Matters triggered by such Third Party Claim without Buyer requirement shall be limited to 50% of any Damages incurred by Buyer or its Affiliates, to be determined after the written consent application of the Indemnifying PartyBaskets and Caps; and (C) Buyer or any of its Affiliates investigates, takes action, initiates or encourages any such action other than as described above, in which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by case the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions liability of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party Seller under this Section 13.2 and if Agreement for any Damages relating to Environmental Matters triggered by such dispute is resolved in favor investigation, action, initiation or encouragement shall be limited to 20% of any Damages incurred by Buyer or its Affiliates, to be determined after the application of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs Baskets and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyCaps.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or A party seeking indemnification (b) (an the “Indemnified Party”) in respect of, arising out of notice of or involving a Loss or a claim or demand made by any pending or threatened claim person against it the Indemnified Party (a “Third Party Claim”), such Indemnified Party ) shall give prompt written deliver notice (including copies of all papers served with a “Claim Notice”) in respect to such claim) thereof to the party Stockholder Representative, on behalf of the Stockholders, or to whom the Indemnified Party is entitled to look for indemnification Acquiror, as applicable (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of the amount of damages attributable its obligations under this Article V except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim that is exclusively for civil monetary damages at law pursuant to the extent feasible and the basis terms of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify , the Indemnifying Party shall not relieve have the right, upon written notice to the Indemnified Party within 30 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party of (which expenses shall not be applied against any liability that it may have to any Indemnified Party except to the extent indemnity limitation herein) with counsel selected by the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of (i) any Third Party Claim for equitable or injunctive relief or any claim that would impose criminal liability or damages or (ii) any Third Party Claim that relates to Taxes (if the Indemnifying Party is not the Acquiror), and, in each case, the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. The Indemnifying Party shall be liable for the reasonable out-of-pocket 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. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 5.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has of such counsel shall have been specifically authorized in writing by the Indemnifying Party, Party or (ii) the Indemnifying Party failed named parties to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iiiincluding any impleaded parties) there shall exist or develop a conflict include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that would ethically prohibit representation by counsel to the Indemnifying Party from representing of both the Indemnifying Party and such Indemnified PartyParty may present such counsel with a conflict of interest. If requested by the Indemnifying PartyParty assumes the defense of any Third Party Claim, the Indemnified Party agrees to shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party all witnesses, pertinent records, materials and information in contesting the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim that Claim, the Indemnifying Party elects to contestshall not, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperationThird Party Claim if such settlement, compromise or judgment (A) involves a finding or admission of wrongdoing, (B) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. Notwithstanding anything to the contrary, the Acquiror shall not, without the prior written consent of the Stockholder Representative (not to be unreasonably withheld, conditioned, or delayed) enter into any settlement or compromise or consent to the entry of any judgment with respect to a Third Party Claim relating to Taxes to the extent such settlement, compromise or judgment would increase any Pre-Closing Taxes for which the Company Stockholders and Company Optionholders are liable under this Agreement. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article V except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article V. If the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party fails agrees that it has an indemnification obligation but asserts that it is obligated to assume the defense of pay a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim lesser amount than that claimed by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning pay such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable lesser amount promptly to the Indemnified Party under this Section 13.2(c)Party, the Indemnifying Party shall pay without prejudice to or cause to be paid to waiver of the Indemnified Party Party’s claim for the difference. (d) The indemnification required by the Company Stockholders hereunder shall be made, at the option of each Company Stockholder, either in cash or by cancellation by the Acquiror of a number of Merger Consideration Units that is equal to (i) the amount of the Liability indemnifiable Losses payable by such Company Stockholder, divided by (ii) the Merger Consideration Unit Issue Value (or the number of shares of Acquiror Common Stock issued to such Company Stockholder into which such number of Merger Consideration Units has been converted); provided that, if such Company Stockholder fails to make payment in cash within ten five (5) Business Days of demand for payment, the Acquiror may require that such indemnification be made by cancellation of shares. To the extent such cancellation results in any Company Stockholder holding a fractional share of Acquiror Series B Preferred Stock, the number of shares of Acquiror Series B Preferred Stock such Company Stockholder holds shall be rounded to the nearest whole share. To the extent such cancellation results in any Company Stockholder holding Acquiror Warrants to acquire a fractional share of Acquiror Series B Preferred Stock, the number of shares of Acquiror Series B Preferred Stock that may be acquired pursuant to such Acquiror Warrants shall be rounded to the nearest whole share. To the extent such cancellation results in any Company Stockholder holding a fractional share of Acquiror Common Stock, the number of shares of Acquiror Common Stock such Company Stockholder holds shall be rounded to the nearest whole share. Notwithstanding the foregoing, from and after the close of business days on the 120th day following the third anniversary of receipt the Closing (or, if later, the final resolution of any claim pursuant to any Claim Notice delivered prior to such date), any shares of Acquiror Series B Preferred Stock or Acquiror Common Stock transferred by any Company Stockholder in accordance with the A&R Stockholder Agreement to a transferee that is not an Affiliate or Associate (as defined in the A&R Stockholder Agreement) of such Company Stockholder shall no longer be subject to cancellation in order to pay indemnification claims under this Agreement. (e) The Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only shall not be entitled to the extent actually paid require that any action be made or suffered brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (f) Notwithstanding the provisions of Section 7.10, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere. (g) The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, intentional misrepresentation or intentional breach) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article V. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action (other than rights, claims and causes of action arising from fraud, intentional misrepresentation or intentional breach) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article V. Nothing in this subsection (g) shall limit any Person's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek and obtain any remedy on account of any rights, claims and causes of action arising from fraud, intentional misrepresentation or intentional breach.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (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 (b) (an “Indemnified Party”) of notice of involving a claim made by any pending or threatened claim person against it the indemnified party (a “"Third-Party Claim”"), such Indemnified indemnified party must notify the indemnifying party in writing of the Third-Party shall give prompt Claim promptly following receipt by such indemnified party of written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Third-Party Claim; provided, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided however, that the failure to so notify the Indemnifying Party give such notification shall not relieve affect the Indemnifying Party of any liability that it may have to any Indemnified Party indemnification provided hereunder except to the extent the Indemnifying indemnifying party shall have been prejudiced as a result of such failure (except that the indemnifying party shall in no event be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly following 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 demonstrates that it Claim other than those notices and documents separately addressed to the indemnifying party. (b) If a Third-Party Claim is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) made against an indemnified party, the indemnifying party shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and entitled to participate in the defense thereofthereof and, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Partyif it so chooses, (ii) the Indemnifying Party failed to assume the defense and employ thereof with counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested selected by the Indemnifying Partyindemnifying party; provided, however, that such counsel is not reasonably objected to by the Indemnified Party agrees to cooperate with indemnified party. Should the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails indemnifying party so elect to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Third-Party Claim, then the Indemnified Party indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to defendparticipate in the defense thereof and to employ counsel, at its own expense, separate from the sole cost 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 expense expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have failed to give notice of the Indemnifying Third-Party Claim as provided above). If the indemnifying party chooses to defend or prosecute a Third-Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (if upon the Indemnified indemnifying party's reasonable request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third-Party is entitled Claim, and making employees available on a mutually convenient basis to indemnification provide additional information and explanation of any material provided hereunder). If the indemnifying party assumes the defense of a Third- Party Claim, the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party indemnified party shall not settle admit any liability with respect to, or settle, compromise, or discharge, such Third Third-Party Claim without the indemnifying party's prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld). The Indemnifying If the indemnifying party assumes the defense of a Third-Party Claim, the indemnified party shall agree to any settlement, compromise, or discharge of a Third-Party Claim that the indemnifying party may participate inrecommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third-Party Claim, but not control, any defense or settlement controlled by that releases the Indemnified indemnified party completely in connection with such Third-Party pursuant to this SectionClaim, and that would not otherwise adversely affect the Indemnifying Party shall bear its own costs and expenses with respect to such participationindemnified party. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Partytwo foregoing paragraphs, the Indemnifying Party indemnifying party shall not be required entitled to bear assume the costs defense of any Third-Party Claim (and shall be liable for the fees and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt counsel incurred by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.indemnified party in defending such

Procedures. Promptly after receipt by a Person entitled Except with respect to Tax Claims, which are addressed in Article VII, claims for indemnification under subsection this Agreement shall be asserted and resolved as follows: (a) Any Buyer Indemnitee or (b) Seller Indemnitee seeking indemnification under this Agreement (an “Indemnified Party”) of notice with respect to any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any pending or threatened claim against it matter that is subject to indemnification under Section 9.02 shall promptly transmit a written notice (a “ClaimClaim Notice”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified other Party is entitled to look for indemnification (the “Indemnifying Party”) of the commencement thereof, Third Party Claim (and in any event within sixty (60) Business Days of the date on which notice shall describe the Indemnified Party knows of the Third Party Claim) describing in reasonable detail the nature of the Third Party Claim, an estimate a copy of the amount of damages attributable all papers served with respect to the Third Party Claim to the extent feasible and such claim (if any), the basis of the Indemnified Party’s request for indemnification under this AgreementAgreement and a reasonable estimate of any Damages suffered with respect thereto; provided that provided, that, the failure to so notify give such Claim Notice on a timely basis will not affect the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party indemnification provided hereunder except to the extent the Indemnifying Party demonstrates that it is will have actually and materially been prejudiced thereby. In case any Claim that is subject as a result of such failure. (b) Subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereofSection 9.03(b), the Indemnifying Party may, and at shall have the request of right to defend the Indemnified Party shallagainst such Third Party Claim. The Indemnifying Party will promptly notify the Indemnified Party (and in any event within fifteen (15) days after having received any Claim Notice or reasonably sooner, participate in and control if the nature of the Third Party Claim or applicable Law so requires) with respect to whether or not it is exercising its right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to Claim, then the Indemnified Party. The Indemnified Indemnifying Party shall have the right to employ separate defend such Third Party Claim with counsel in any such action and to participate in the defense thereof, but (it being understood that the fees and expenses of such counsel shall be at borne solely by the expense of the Indemnified Party unless (iIndemnifying Party) the employment thereof has been specifically authorized in writing selected by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ which counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent reasonably acceptable to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by in all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settledsettlement at the discretion of the Indemnifying Party in accordance with this Section 9.03(b). The Indemnified Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided provided, however, that the Indemnified Indemnifying Party shall not settle such Third Party Claim enter into any settlement agreement without the written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete, final and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the Third Party Claim, (ii) the settlement agreement does not contain any sanction or restriction upon the conduct or operation of any business conducted by the Indemnified Party or its Affiliates, (iii) the settlement agreement does not contain any findings or admissions of any violation of Law or any violation of the rights of any Person and (iv) the settlement agreement does not involve any relief other than monetary damages that are paid in full by Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.03(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. Further, the Indemnified Party may, in connection with any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.03(b), participate in or initiate and control any counter claim or cross claim against any Person (except the Indemnifying Party) and the Indemnified Party shall bear its own costs and expenses with respect to such counter claim or cross claim. (i) Notwithstanding anything else to the contrary in this Agreement, in no event shall the Indemnifying Party have the right to assume control of any defense, if, and for so long as, any of the following are true with respect to the applicable Third Party Claim: (1) the Indemnifying Party does not acknowledge to the Indemnified Party in writing, within ten (10) Business Days of receipt by the Indemnifying Party of the Claim Notice, its obligations to indemnify the Indemnified Party with respect to all elements of such Third Party Claim to the extent required in this Article IX, (2) the Indemnifying Party does not provide the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend such Third Party Claim and fulfill its obligations hereunder, (3) the applicable Third Party Claim seeks non-monetary relief against the Indemnified Party or involves monetary relief that would be reasonably likely to result in Liability to the Indemnified Party that is greater than the amount for which the Indemnifying Party may be responsible, (4) the applicable Third Party Claim involves criminal allegations, (5) the applicable Third Party Claim is one in which the Indemnifying Party is also a party to such Third Party Claim and the outside counsel of the Indemnified Party determines in good faith that joint representation would be a conflict of interests, (6) the settlement or an adverse judgment of such Third Party Claim is, in the good faith judgment of the Indemnified Party, likely to establish a pattern or practice adverse to the continuing business interests of the Indemnified Party or any of its Affiliates, or (7) the applicable Third Party Claim involves a Third Party Claim which, upon reasonable determination by counsel for the Indemnified Party, the Indemnifying Party failed or is failing to diligently prosecute or defend. In the event the Indemnifying Party is not eligible to assume control of any defense of a Third Party Claim for which indemnification is sought hereunder pursuant to this Section 9.03(b)(i) and the Indemnifying Party has acknowledged its obligations to indemnify the Indemnified Party with respect to all elements of such Third Party Claim to the extent required in this Article IX, then the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim without the Indemnifying Party’s consent as it relates to monetary elements of such compromise or settlement (which consent shall not be unreasonably withheld, conditioned or delayed). (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.03(b) within fifteen (15) Business Days after receipt of any Claim Notice or reasonably sooner, if the nature of the Third Party Claim or applicable Law so requires, then the Indemnified Party shall defend itself against the applicable Third Party Claim, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party, in all appropriate proceedings and in good faith, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings. The Indemnifying Party will be bound by any determination made in such Third Party Claim or any settlement, compromise or discharge effected by the Indemnified Party in accordance with this Section 9.03. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this SectionSection 9.03(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding . (d) If requested by the other provisions Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of this Section 13.2the Indemnifying Party, if to cooperate with the Indemnifying Party disputes and its potential liability counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including providing reasonable access to documents, records and information. In addition, the Indemnified Party will make its personnel reasonably available at no cost to the Indemnifying Party for conferences, discovery, proceedings, hearings, trials or appeals as may be reasonably requested by the Indemnifying Party. Access to such documents, records, information and personnel shall be granted during normal business hours at a location and in a manner reasonably calculated to minimize disruption to the Indemnified Party’s business and operations. The Indemnifying Party agrees to reimburse the Indemnified Party for its reasonable out-of-pocket expenses, including attorneys’ fees, but excluding personnel salaries, incurred by the Indemnified Party in connection with providing access to such documents, records, information and personnel. The Indemnified Party also agrees to cooperate with the Indemnifying Party and its counsel in the making by the Indemnifying Party of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person and executing powers of attorney to the extent necessary; provided, that, the Indemnifying Party may not initiate any such counterclaim or cross complaint without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such counterclaim or cross complaint would reasonably be expected to have a material adverse effect on the Indemnified Party’s business or relates to its customers, suppliers, vendors or other service providers. Nothing contained herein will require the Indemnified Party to initiate any counterclaim or cross claim. (e) A claim for indemnification for any matter not involving a Third Party Claim shall be asserted by notice to the Party from whom indemnification is sought as promptly as practicable (the failure to give prompt notice shall not, however, relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is actually and materially prejudiced by such delay), which notice shall describe in reasonable detail the nature of the claim and the basis of the Indemnified Party’s request for indemnification under this Section 13.2 Agreement (f) If the Indemnifying Party chooses to defend any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, cause, or agree to, the waiver of the attorney-client privilege, attorney work-product immunity or any other privilege or protection in respect of confidential legal memoranda and if other privileged materials drafted by, or otherwise reflecting the legal advice of, internal or outside counsel of an Indemnified Party (the “Subject Materials”) relating to such dispute is resolved Third Party Claim. Each party hereto mutually acknowledges and agrees, on behalf of itself and its Affiliates, that (i) each shares a common legal interest in favor preparing for the defense of legal proceedings, or potential legal proceedings, arising out of, relating to or in respect of any actual or threatened Third Party Claim or any related claim or counterclaim, (ii) the sharing of Subject Materials will further such common legal interest and (iii) by disclosing any Subject Materials to and/or sharing any Subject Materials with the Indemnifying Party, the Indemnifying Party shall not waive the attorney-client privilege, attorney work-product immunity or any other privilege or protection. The Indemnified Party shall not be required to bear make available to the costs and expenses Indemnifying Party any information that is subject to an attorney-client or other applicable legal privilege that based on the advice of outside counsel would be impaired by such disclosure or any confidentiality restriction under applicable Law; provided that in the event any information is not disclosed pursuant to this sentence, then the Indemnified Party shall use commercially reasonable efforts to summarize or otherwise provide such information in a manner that does not impair or waive the Indemnified Party’s defense pursuant to this Section 13.2 attorney-client or similar privilege or violate any applicable confidentiality restriction. (g) The Indemnified Party shall, upon the reasonable request of the Indemnifying Party’s participation therein Party and upon advance notice at mutually convenient times, make reasonably available to the Indemnifying Party such books, records or other documents and employees and representatives reasonably related to such Third Party Claim or any related claim or counterclaim that are within the Indemnified Party’s requestpossession and control that are necessary or appropriate for such litigation or other legal proceeding or for any internal or external audit work in respect of such Third Party Claim conducted by the Indemnifying Party; provided, however, that any confidential or privileged materials shall not be disclosed by the Indemnified Party other than as needed for such defense, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs agrees to enter into a commercially reasonable confidentiality and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse non-use agreement with the Indemnified Party in full for all costs of the litigation concerning with respect to such dispute. After it has been determinedbooks, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyrecords and other documents and any information contained therein.

Procedures. Promptly after receipt by a Person (a) Any party(ies) entitled to indemnification under subsection Section 11.02 (a) or (b) (an the “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall agrees to give prompt written notice (including copies of all papers served with respect to such claim) to the party to from whom the Indemnified Party is entitled to look for seek indemnification (the “Indemnifying Party”) of the assertion of any claim, or the commencement thereofof any suit, action or proceeding in respect of which notice the Indemnified Party is entitled to seek indemnification under Section 11.02 (it being understood that a party’s entitlement to indemnification shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable be determined without regard to the Third application of (i) the Seller General Basket, Seller Environmental Basket and Buyer Basket (collectively, the “Baskets”) and (ii) the Seller Cap and Buyer Cap (collectively, the “Caps”)) and will provide the Indemnifying Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) Seller shall control and appoint lead counsel for the defense of any claim asserted by any third party (a “Third Party demonstrates Claim”) that it is prejudiced therebyan Excluded Liability. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereofaddition, the Indemnifying Party may, shall be entitled to control and at appoint lead counsel for the request defense of any Third Party Claim or any Environmental Matter if (i) it is reasonably expected that indemnification payments to be made by the Indemnifying Party in respect of such Third Party Claim or Environmental Matter in accordance with Section 11.02 (taking into account the Baskets and the Caps) will be greater than the harm suffered by the Indemnified Party shall, participate in and control the defense as a result of the such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in Claim, including any injunctive, equitable or other non-monetary relief sought by such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Partythird party, (ii) the Indemnifying Party failed shall acknowledge in writing its obligation to assume indemnify the defense and employ counsel or failed Indemnified Party for any Damages relating to diligently prosecute or settle the such Third Party Claim or Environmental Matter (subject to the limitations on indemnification set forth in this Article 11, including the Baskets and the Caps) and (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, shall notify the Indemnified Party agrees that it has elected to cooperate assume such defense promptly but in any event within 30 days after receipt of the notice with respect to such Third Party Claim referred to in Section 11.02(a) or, with respect to Environmental Matters, in a timely manner given the Indemnifying facts and circumstances and changes thereto or development thereof over time (it being understood that the Indemnified Party shall be entitled to take such actions as may be required to defend such Third Party Claim, including if necessary seeking extensions of time to respond to pleadings and its the like, prior to the receipt of such acknowledgement within the 30-day period referred to above). The Indemnified Party shall be entitled to control and appoint lead counsel in contesting for the defense of any Third Party Claim that if the Indemnifying Party elects to contestis not entitled to, includingor fails to, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails elect to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice such claim pursuant to the first sentence of this subparagraph (c)foregoing sentence, or thereafter if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently or ceases to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses claim with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyreasonable diligence.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or The party seeking indemnification under Section 11.02 (b) (an “the "Indemnified Party”") of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall agrees to give prompt written notice (including copies of all papers served with respect to such claim) to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement thereofof any suit, action or proceeding ("Claim") in respect of which notice shall describe in reasonable detail indemnity may be sought under such Section and will provide the nature of the Third Indemnifying Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations hereunder, except solely to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party ("Third Party Claim") and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its expense. (c) If the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice have the right to the Indemnifying Party control of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the any Third Party Claim in accordance with the provisions of this Section 11.03, with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless so long as (i) the employment thereof has been specifically authorized Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Indemnifying PartyThird Party Claim (whether or not otherwise required hereunder and with no reservation of rights), (ii) the Indemnifying Party failed provides the Indemnified Party with evidence reasonably acceptable to assume the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) the Third Party Claim for indemnification does not relate to or arise in connection with any criminal proceeding, action, indictment, allegation or investigation, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and employ diligently. (d) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 11.03(c) above, (i) the Indemnified Party may, at its election, retain separate co-counsel or failed at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to diligently prosecute or settle the entry of any judgment, enter into any settlement with respect to the Third Party Claim or cease to defend such claim without the prior written consent of the Indemnifying Party (which consent shall not unreasonably be withheld) and (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any the Third Party Claim without unless either the prior Indemnifying Party obtains a written agreement releasing the Indemnified Party from all liability thereunder or the consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in). (e) In the event any of the conditions in Section 11.03(c) above is or becomes unsatisfied, but not controlhowever, any defense or settlement controlled by (i) the Indemnified Party pursuant to this Sectionmay defend against, and consent to the Indemnifying Party shall bear its own costs and expenses entry of any judgment or enter into any settlement with respect to, the Third Party Claim with separate counsel reasonably acceptable to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, and (ii) the Indemnifying Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article 11. In the event the Indemnifying Party shall not be required exercises its right to bear the control of the defense of any Third Party Claim in accordance with the provisions of Section 11.03(c) above and the conditions in Section 11.03(c) above become unsatisfied, the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the fees, costs and expenses of defending against the Indemnified Party’s defense Third Party Claim (including reasonable attorneys' fees and expenses) pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request11.03(e)(i) above. (f) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the Indemnified defense or prosecution of any Third Party Claim and shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay furnish or cause to be paid to the furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (g) Each Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only shall, without prejudice to the extent actually paid or suffered by the Indemnified Partybeing entitled to be indemnified, use reasonable efforts to collect any amounts available under insurance coverage for any Damages payable under Section 11.02.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an “"Indemnified Party”") of notice of any pending or threatened claim against it (a “"Claim”"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “"Indemnifying Party”") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s 's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the -45- 51 Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 13.2 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an “"Indemnified Party”") of notice of any pending or threatened claim against it (a “"Claim”"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “"Indemnifying Party”") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s 's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s 's defense pursuant to this Section 13.2 or of the Indemnifying Party’s 's participation therein at the Indemnified Party’s 's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to Except as otherwise provided in Section 6.06, claims for indemnification under subsection this Agreement shall be asserted and resolved as follows: (a) Any Buyer Indemnitee or (b) Seller Indemnitee seeking indemnification under this Agreement (an “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is entitled subject to look for indemnification under Section 9.02 shall (i) promptly notify the other Party (the “Indemnifying Party”) of the commencement thereofThird Party Claim (and in any event within sixty (60) Business Days of the date on which the Indemnified Party knows or reasonably should have known of the Third Party Claim unless the Indemnifying Party is prejudiced by such delay), which and (ii) as promptly as practicable transmit to the Indemnifying Party a written notice shall describe (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, an estimate a copy of the amount of damages attributable all papers served with respect to the Third Party Claim to the extent feasible and such claim (if any), the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that Agreement and a reasonable estimate of any Damages suffered with respect thereto. (b) The Indemnifying Party shall have the failure right to so defend the Indemnified Party against such Third Party Claim. The Indemnifying Party will promptly notify the Indemnified Party (and in any event within ten (10) Business Days after having received any Claim Notice) with respect to whether or not it is exercising its right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party shall not relieve notifies the Indemnified Party that the Indemnifying Party of any liability that it may have elects to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnifying Party to dispute whether such claim is an indemnifiable Damage under this Article IX), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settledsettlement at the discretion of the Indemnifying Party in accordance with this Section 9.03(b). The Indemnified Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided provided, however, that the Indemnified Indemnifying Party shall (i) provide periodic updates on the progress of the matter and copies of all pleadings to the Indemnified Party, and (ii) not settle such Third Party Claim enter into any settlement agreement without the written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, such consent shall not be required if (x) the settlement agreement is for monetary consideration only with no admission of liability and no restriction on the future operations of the business of the Company and the Company Subsidiaries and (y) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the Third Party Claim. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.03(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding anything to the contrary, in the case of any Action with respect to income Taxes of the Company and/or the Company Subsidiaries that relates solely to taxable periods ending on or prior to the Closing Date, Seller shall be entitled to control, defend and settle such Action in its sole discretion, and the Buyer Indemnitees shall not be entitled to participate in such Action, provided that (A) Seller will provide notice of any proposed settlement of such Action to Buyer, and (B) such settlement will not have a material adverse effect on the Tax Liability of the Company or the Company Subsidiaries. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.03(b) within ten (10) Business Days after receipt of any Claim Notice, then the Indemnified Party shall defend itself against the applicable Third Party Claim, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party, in all appropriate proceedings and in good faith, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this SectionSection 9.03(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2; provided, however, if at any time the Indemnifying Party disputes its potential liability to the Indemnified acknowledges in writing that such Third Party Claim is an indemnifiable Damage under this Article IX, the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim in accordance with Section 13.2 and if such dispute is resolved in favor of 9.03(b). (d) If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party (but only if the Indemnified Party is actually entitled to indemnification hereunder), to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including providing reasonable access to documents, records and information. In addition, the Indemnified Party will make its personnel reasonably available at no cost to the Indemnifying Party for conferences, discovery, proceedings, hearings, trials or appeals as may be reasonably requested by the Indemnifying Party. The Indemnified Party also agrees to cooperate with the Indemnifying Party and its counsel in the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person and executing powers of attorney to the extent necessary. (e) A claim for indemnification for any matter not involving a Third Party Claim shall not be required asserted by notice to bear the costs and expenses Party from whom indemnification is sought as promptly as practicable (the failure to give prompt notice shall not, however, relieve the Indemnifying Party of its indemnification obligations if such notice is provided within thirty (30) Business Days of the date on which the Indemnified Party knows or reasonably should have known of the claim for indemnification, unless the Indemnifying Party is prejudiced by such delay), which notice shall describe in reasonable detail the nature of the claim, the basis of the Indemnified Party’s defense pursuant to request for indemnification under this Section 13.2 or Agreement and a reasonable estimate of the Indemnifying Party’s participation therein at Damages associated with the Indemnified Party’s requestclaim. In the case of a claim for indemnification relating to Taxes, and the Indemnified Party no such claim may shall reimburse the Indemnifying Party be asserted unless a third party has actually commenced a lawsuit, action or regulatory proceeding or issued a written notice of proposed adjustment, assessment or deficiency, in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Partyeach case, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable with respect to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyspecific matters addressed in such claim.

Procedures. Promptly after receipt For the purposes of this Section 10, the term claim shall include any claim, litigation, setoff, defense, counterclaim or other action by a Person entitled to third party against the party claiming indemnification under subsection (a) or (b) (an “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification this Agreement (the “Indemnifying Asserting Party”). (1) The Asserting Party shall notify the party from which indemnification is sought (the “Defending Party”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request claim for indemnification under this Agreement; provided that the failure (an “Indemnified Claim”). Failure to so notify the Indemnifying Party provide such notice in a timely manner shall not relieve the Indemnifying Defending Party of any liability that it may have to any Indemnified Party except its indemnification obligations hereunder only to the extent the Indemnifying Party demonstrates that it defense of the claim is prejudiced therebyby such delay. In case any Claim that is subject to indemnification under subsection (a) The notice shall be brought against an Indemnified Party and it shall give notice afford the opportunity to the Indemnifying Defending Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control to assume the defense of the Third Party Indemnified Claim with counsel within *****(term omitted) after receipt of its choice reasonably satisfactory to the Indemnified Partysuch notice. The Indemnified Defending Party shall have the right to employ separate select counsel reasonably acceptable to the Asserting Party to conduct the defense of the Indemnified Claim. If the Defending Party elects to assume the defense of the Indemnified Claim, counsel selected by the Defending Party may represent both the Asserting Party and the Defending Party. This shall not apply, however, in any such action a case in which both the Asserting Party and to participate the Defending Party are named in the same litigation and representation of both of them by the same counsel would create a conflict of interest, as determined by the Asserting Party. (A) If the Defending Party timely elects to assume the defense thereofof the Indemnified Claim, but the fees Defending Party shall have the right to settle the Indemnified Claim on any terms it considers reasonable provided that the settlement shall not require the Asserting Party to render any performance or pay any consideration without its consent. (B) If the Defending Party fails timely to elect to assume the prosecution or defense of the Indemnified Claim, the Asserting Party will assume the prosecution or defense of the Indemnified Claim. However, the Asserting Party may settle the Indemnified Claim only after written consent of the Defending Party and expenses only on terms it in good faith considers reasonable. Such settlement shall be valid against and paid by the Defending Party. In addition, the full cost incurred by the Asserting Party in the prosecution or defense of such counsel the Indemnified Claim shall be paid by the Defending Party. (2) In a case in which the Defending Party assumes the defense of an Indemnified Claim, the Asserting Party may also employ its own counsel. Such employment shall be at the expense of the Indemnified Asserting Party. If, however, the same counsel may not represent both the Asserting Party unless and the Defending Party due to a conflict of interest (ias set forth at Section 10(c)(1) above), such employment shall be in sole discretion and at the employment thereof has been specifically authorized expense of the Defending Party. In a case in writing by which the Indemnifying Party, (ii) the Indemnifying Defending Party failed fails to timely assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Claim; the Asserting Party may employ its own counsel reasonably accept able to the Defending Party at the expense of the Defending Party, which shall not be unreasonably withheld. The Indemnifying . (3) When the Defending Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails elects to assume the defense of a Third the Indemnified Claim, the Asserting Party Claim within a reasonable period after receipt of written notice pursuant to shall cooperate with the first sentence of this subparagraph (c), or if the Indemnifying Defending Party assumes in the defense of the Indemnified Claim. (4) Nothing in this Section shall prevent the Defending Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle from asserting any cross-claim for indemnification against the Third Asserting Party. If the Defending Party Claimasserts such a cross-claim, then however, the Indemnified Asserting Party shall have the right to defend, at the sole cost and expense conduct its own defense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear primary claim at its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyexpense.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or The party seeking indemnification under Section 10.02 (b) (an “the "Indemnified Party”") of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall agrees to give prompt written notice (including copies of all papers served with respect to such claim) to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement thereofof any suit, action or proceeding in respect of which notice shall describe in reasonable detail indemnity may be sought under such Section and will provide the nature of the Third Indemnifying Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and entitled to participate in the defense thereofof any Claim asserted by any third party ("Third Party Claim") and, but subject to the fees and expenses of such counsel limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its expense. (c) If the expense Indemnifying Party shall assume the control of the Indemnified defense of any Third Party unless Claim in accordance with the provisions of this Section 10.03, (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without obtain the prior written consent of the Indemnified Party, Party (which shall not be unreasonably withheld. The Indemnifying ) before entering into any settlement of such Third Party (Claim, if the settlement does not release the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred from all liabilities and obligations with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to or the first sentence of this subparagraph (c), settlement imposes injunctive or if the Indemnifying Party assumes the defense of other equitable relief against the Indemnified Party pursuant to this subparagraph and (cii) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is be entitled to indemnification hereunder), participate in the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control defense of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent and to employ separate counsel of the Indemnifying Party, which consent shall not be unreasonably withheldits choice for such purpose. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs fees and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party such separate counsel shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party. (d) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 10.02.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or In order for a party (b) (an the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of notice of or involving a Loss or a claim or demand made by any pending or threatened claim person against it the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall give prompt written deliver notice (including copies of all papers served with respect to such claim) thereof to the party Stockholder Representative, on behalf of the Stockholders, or to whom the Indemnified Party is entitled to look for indemnification Parent, as applicable (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in with reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the promptness after receipt by such Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give written notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 15 calendar days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel of its choice reasonably selected by the Indemnifying Party and satisfactory to the Indemnified Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 7.5(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has of such counsel shall have been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed named parties to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iiiincluding any impleaded parties) there shall exist or develop a conflict include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that would ethically prohibit representation by counsel to the Indemnifying Party from representing of both the Indemnifying Party and such Indemnified PartyParty may present such counsel with a conflict of interest, or (iii) the Indemnifying Party is not defending such Third Party Claim in good faith. If requested by the Indemnifying PartyParty assumes the defense of any Third Party Claim, the Indemnified Party agrees to shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party all witnesses, pertinent records, materials and information in contesting the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim that Claim, the Indemnifying Party elects to contestshall not, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperationThird Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) Subject to Section 7.7(a), the indemnification required hereunder in respect of a Third Party Claim shall be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party, together with interest on any amount not repaid as necessary to the Indemnified Party by the Indemnifying Party within five Business Days after receipt of notice of such Losses, from the date such Losses have been notified to the Indemnifying Party, at the rate of interest described in Section 2.11(e). (d) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of does not notify the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control within 10 Business Days following its receipt of such defense and proceedings; provided notice that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if hereunder, such dispute is resolved claim specified by the Indemnified Party in favor such notice shall be conclusively deemed a liability of the Indemnifying PartyParty hereunder and, subject to Section 7.7(a), the Indemnifying Party shall not be required pay the amount of such liability to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse on demand. If the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If agrees that it has an indemnification obligation but asserts that it is obligated to pay a dispute over potential liability is resolved in favor of lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning shall, subject to Section 7.7(a), pay such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable lesser amount promptly to the Indemnified Party under this Section 13.2(c)Party, the Indemnifying Party shall pay without prejudice to or cause to be paid to the Indemnified Party the amount waiver of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party’s claim for the difference. (f) Notwithstanding the provisions of Section 9.10, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) A Buyer Indemnified Party or Seller Indemnified Party (b) (each, an “Indemnified Party”) shall make each claim for indemnification under this Agreement or any Ancillary Agreement in respect of, arising out of notice of or involving a Loss, including with respect to a claim or demand made by any pending Person other than Buyer, Sellers or threatened claim against it their respective Affiliates (a “Third Party”) against such Indemnified Party (a “Third Party Claim”), such Indemnified Party shall give prompt by delivering written notice (including copies of all papers served with respect to such claim) indemnification claim to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) promptly after becoming aware of the commencement thereof, which Loss (if the claim is unrelated to a Third Party Claim) or promptly after receipt by such Indemnified Party of written notice of the Third Party Claim (if the claim relates to a Third Party Claim). Such notice shall describe in reasonable detail the nature facts and circumstances giving rise to any claim for indemnification hereunder, the amount and the method of the Third Party Claim, an estimate computation of the amount of damages attributable to the Third Party Claim to the extent feasible such claim (if known) and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not relieve release the Indemnifying Party from any of any liability that it may have to any Indemnified Party its obligations under this Article VI except to the extent that the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection by such failure. (ab) The Indemnifying Party shall be brought against an Indemnified Party and it shall give have the right, upon written notice to the Indemnifying Party Indemnified Party, to assume the defense thereof at the expense of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) Party; provided, however, that if in the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ reasonable opinion of counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing for the Indemnified Party. If requested by , there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such Indemnified Party agrees to in connection with such defense. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and, subject to Section 5.2(b), make available to the Indemnifying Party all witnesses, pertinent records, materials and its counsel information in contesting the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim that without the Indemnifying Party elects to contestParty’s prior written consent, including, without limitation, by making any counterclaim against which may be granted or withheld in the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party ClaimIndemnifying Party’s sole discretion. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claimnot, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which may be granted or withheld in the Indemnified Party’s sole discretion, settle, compromise or offer to settle or compromise any Third Party Claim on a basis that would result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party, (ii) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party, (iii) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party, or (iv) any monetary liability of the Indemnified Party that shall not be unreasonably withheldpromptly paid or reimbursed by the Indemnifying Party. The Notwithstanding anything in this Section 6.4(b) to the contrary, Sellers shall control the defense and settlement of any audit or Action relating to the Tax Returns for Sellers for all Pre-Closing Tax Periods. (c) In the event any Indemnified Party should have a claim against any Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of hereunder that does not involve a Third Party Claim within a reasonable period after receipt of written notice pursuant being asserted against or sought to the first sentence of this subparagraph (c)be collected from such Indemnified Party, or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have deliver notice of such claim promptly to the right Indemnifying Party, describing in reasonable detail the facts giving rise to defendany claim for indemnification hereunder, at the sole cost amount or method of computation of the amount of such claim (if known) and expense of such other information with respect thereto as the Indemnifying Party (if may reasonably request. The failure to provide such notice, however, shall not release the Indemnified Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is entitled to indemnification hereunder), the Third Party Claim prejudiced by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settledsuch failure. The Indemnified Party shall have full control of such defense reasonably cooperate and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of assist the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, in determining the validity of any defense or settlement controlled claim for indemnity by the Indemnified Party pursuant and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to this Sectionand copies of information, records and documents relating to such matters, furnishing employees to assist in the Indemnifying Party shall bear its own costs investigation, defense and expenses resolution of such matters and providing legal and business assistance with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partymatters.

Procedures. Promptly after receipt by a Person entitled to Any party seeking indemnification under subsection Section 11.02 (a) or (b) (an “the "Indemnified Party”") of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “"Indemnifying Party”) of "), specifying to the commencement thereof, which notice shall describe in reasonable detail extent known the amount and nature of the Third Party Claim, an estimate and of any matter which in the amount of damages attributable Indemnified Party's opinion is likely to the give rise to a Third Party Claim to Claim; provided that no delay on the extent feasible and the basis part of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify Party in notifying the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party or obligation hereunder except to the extent that the Indemnifying Party demonstrates that it is has been prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the The Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that at its own expense. If the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against assumes control of the Person asserting the defense of a Third Party Claim or Claim, the Indemnifying Party shall not be liable under Section 11.02 for any cross-complaint against settlement effected by the Indemnified Party without its consent of any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The If the Indemnifying Party assumes control of the defense, the Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claimnot, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall enter into any settlement that does not be unreasonably withheld. The Indemnifying Party (if contain an unconditional release of the Indemnified Party is entitled to indemnification hereunder) shall reimburse or that imposes a monetary or other continuing obligation on the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperationParty. If Notwithstanding the foregoing, if the Indemnifying Party fails to assume assumes control of the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or and if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the later determines in good faith that a Third Party ClaimClaim is likely to materially adversely affect it or its business in a manner that may not be adequately compensated by money damages, then the Indemnified Party shall have may, by written notice to the Indemnifying Party, assume the exclusive right to defend, at the sole cost and expense of the Indemnifying Party (if compromise, or settle such claim. If the Indemnified Party is entitled shall so assume the exclusive right to indemnification hereunder)defend, the Third Party Claim by compromise, or settle such claim, all appropriate proceedings, which proceedings shall be promptly attorneys' fees and vigorously prosecuted other expenses incurred by the Indemnified Party to a final conclusion in the defense, compromise or settled. The Indemnified Party shall have full control settlement of such defense claim shall be at the Indemnified Party's expense and proceedings; provided that shall not be eligible for indemnification from the Indemnifying Party, but the Indemnified Party shall not settle such Third Party Claim without the written consent of be entitled to be indemnified by the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, for the full amount of any defense or settlement controlled other Damages suffered by the Indemnified Party pursuant to this Sectionas a result of or arising out of the Third Party Claim. The party controlling the defense of any third party suit, action or proceeding shall keep the other party advised of the status of such action, suit or proceeding and the Indemnifying Party defense thereof and shall bear its own costs and expenses consider in good faith recommendations made by the other party with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partythereto.

Procedures. Promptly after receipt by a Person entitled In the event any third party asserts any claim in respect to any matter to which the indemnification under subsection in Sections 11.03 or 11.04 relates, the party against whom the claim is asserted (a) or (b) (an “the "Indemnified Party”") of notice of shall not make any pending or threatened claim against it admission concerning such claim, but shall promptly notify the other party (a “Claim”the "Indemnifying Party"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “Indemnifying Party”) of the commencement thereofclaim, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall be entitled, but not relieve obliged, to manage and control, at its sole expense, the defense of the claim and its settlement. The benefit of any indemnity by the Indemnifying Party under this Agreement in respect of any liability that it may have claim shall not apply to any the Indemnified Party except if any admission made by such party or any failure by such party to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to notify the Indemnifying Party of the commencement thereof, claim materially prejudices the defense of such claim. If the Indemnifying Party mayelects to defend such claim, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory it shall give prompt notice to the Indemnified Party. The Indemnified If the Indemnifying Party shall have the right does not give such notice and does not proceed diligently to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of defend the Indemnified Party unless within twenty (i20) days after receipt of notice of the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Partyclaim, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of bound by any compromise defense or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give made by the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out Losses and expenses related to the defense or settlement of pocket costs incurred with respect to such cooperationthe third party claim. If the Indemnifying Party fails elects to assume defend the defense of a Third Party Claim within a reasonable period after receipt of written claim and gives notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails and proceeds diligently to prosecute or settle defend the Third Party ClaimIndemnified Party, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim any claim for which it is seeking indemnification without the written prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party shall, if requested by the Indemnifying Party may participate inParty, but not control, any cooperate in all reasonable respects in the defense or settlement of such a third party claim which is being managed and controlled by the Indemnifying Party. The Indemnified Party pursuant to this Sectionmay, at its option and the Indemnifying Party shall bear expense, be represented by counsel of its own costs and expenses with respect to choice in any action or proceeding arising out of such participation. Notwithstanding the other provisions of this Section 13.2claim; provided, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Partyhowever, the Indemnifying Party shall not be required to bear the liable for any litigation costs and or expenses of incurred, without its consent, by the Indemnified Party’s defense pursuant to this Section 13.2 Party where such action or proceeding is under the control and management of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or (b) (an “If any of the Indemnified Party”) Parties determines to seek indemnification under this Article XI with respect to any Loss and Expense resulting from the assertion of notice of any pending or threatened claim against it (a “Claim”)liability by third parties, such Indemnified Party shall give prompt written notice (including copies to the Buyer within 30 days of all papers served such Indemnified Party becoming aware of any such Loss and Expense, or of facts upon which any such Loss and Expense will be based. The notice shall set forth such material information with respect thereto as is then reasonably available to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that such liability is subject to indemnification under subsection (a) shall be brought asserted against an Indemnified Party, and such Indemnified Party and it shall give notice to notifies the Indemnifying Party of the commencement Buyer thereof, the Indemnifying Party mayBuyer will be entitled, and at the request of the if it so elects by written notice delivered to such Indemnified Party shallwithin 20 days after receiving such Indemnified Party's notice, participate in and control to assume the defense of the Third Party Claim thereof with counsel of its choice reasonably satisfactory to the such Indemnified Party. The Notwithstanding the foregoing, (i) an Indemnified Party shall also have the right to employ separate its own counsel in any such action and to participate in the defense thereofcase, but the fees and expenses of such counsel shall be at the expense of the such Indemnified Party unless (i) such Indemnified Party shall reasonably determine that there is a conflict of interest between or among such Indemnified Party and the employment thereof has been specifically authorized Buyer with respect to such Loss and Expense in writing which case the fees and expenses of such counsel will be borne by the Indemnifying PartyBuyer, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle have any obligation to give any notice of any assertion of liability by a third party unless such Third Party Claim without assertion is in writing, and (iii) the written consent rights of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.be

Procedures. Promptly after receipt by a (a) A Person entitled to receive indemnification under subsection (a) or (b) this Article VIII (an “Indemnified Party”) of notice of any pending or threatened claim against it (from a “Claim”), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “Indemnifying Party”) shall give written notice to the Indemnifying Party of any claim with respect to which it seeks indemnification as promptly as reasonably practicable after the commencement thereof, which discovery by such Indemnified Party of any matters giving rise to a claim for indemnification; provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article VIII unless (and solely to the extent) that the Indemnifying Party shall have been materially prejudiced by the failure of such Indemnified Party to so notify such Indemnifying Party. Such notice shall describe in reasonable detail the nature of such claim, identify the Third Party ClaimSections of this Agreement that form the basis of such claim, an estimate attach copies of all material written evidence thereof received from any third party to the date of such notice and set forth the estimated amount of damages attributable to the Third Party Claim indemnifiable Losses relating thereto to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it reasonably estimable. (b) If an Action is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereofby a third party, the Indemnifying Party mayshall be entitled to, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory by written notice to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action , assume control of, and to participate in conduct the defense thereofof, but the fees and expenses of such Action with counsel shall be at the expense of reasonably acceptable to the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Personand, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claimcase, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party liable for its reasonable out of pocket costs legal or other expenses incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control in connection with the defense of such defense and proceedingsAction following the assumption of such defense; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be permitted to assume the defense of an Action, and shall be required to bear the costs and be liable for reasonable legal or other expenses of incurred by the Indemnified Party’s Party in connection with the defense pursuant to this Section 13.2 or of such Action, in the Indemnifying Party’s participation therein at the Indemnified Party’s request, and event (x) the Indemnified Party shall reimburse have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Party in full for all costs and expenses or that there is otherwise a conflict of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of interest between the Indemnified Party, Party and the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.or

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or The party seeking indemnification under Section 11.02 (b) (an the “Indemnified Party”) of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall agrees to give prompt written notice (including copies of all papers served with respect to such claim) to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement thereofof any suit, action or proceeding (“Claim”) in respect of which notice shall describe in reasonable detail indemnity may be sought under such Section and will provide the nature of the Third Indemnifying Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party. (b) The Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice entitled to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the any Claim asserted by any third party (“Third Party Claim with Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel of for such defense, in each case at its choice expense; provided that such counsel shall be reasonably satisfactory acceptable to the Indemnified Party. The Indemnified If the Indemnifying Party shall not have assumed the right to employ separate counsel control of the defense of any Third Party Claim in any such action and accordance with the provisions of this Section 11.03(b), the Indemnifying Party shall be entitled to participate in the defense thereof, but the of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be at paid by the expense Indemnifying Party. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of or ceasing to defend such Third Party Claim if the settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim without prejudice or the settlement or cessation imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have mutually agreed to the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control retention of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of counsel at the Indemnifying Party’s participation therein at expense or (ii) the Indemnified Party’s requestrepresentation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the Indemnified defense or prosecution of any Third Party Claim and shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay furnish or cause to be paid to the furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only shall use reasonable best efforts to the extent actually paid collect any amounts available under insurance coverage, or suffered by the Indemnified Partyfrom any other Person alleged to be responsible, for any Damages payable under Section 11.02.

Procedures. Promptly after receipt by If (i) any Event of Breach occurs or is alleged and a Person entitled UAG Indemnified Party asserts that a Shareholder has become obligated to indemnification under subsection (a) a UAG Indemnified Party pursuant to Section 9.1, or if any Shareholder Third Party Claim is begun, made or instituted as a result of which a Shareholder may become obligated to a UAG Indemnified Party hereunder, or (bii) a UAG Event of Breach occurs or is alleged and a Shareholder Indemnified Party asserts that UAG has become obligated to a Shareholder Indemnified Party pursuant to Section 9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of which UAG may become obligated to a Shareholder Indemnified Party hereunder (for purposes of this Article 9, any UAG Indemnified Party and any Shareholder Indemnified Party is sometimes referred to as an “"Indemnified Party”) of notice of " and UAG and the Shareholders are sometimes referred to as an "Indemnifying Party," and any pending or threatened claim against it (UAG Third Party Claim and any Shareholder Third Party Claim is sometimes referred to as a “"Third Party Claim”," in each case as the context so requires), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to the party Indemni- fying Party of its or his obligation to whom the Indemnified Party is entitled to look for provide indemnification (the “Indemnifying Party”) of the commencement thereofhereunder, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of such party from any liability that it or he may have to any the Indemnified Party except under this Article 9. If such notice relates to a Third Party Claim, each Indemnifying Party, jointly and severally, agrees to defend, contest or otherwise protect such Indemnified Party against any such Third Party Claim at his or its sole cost and expense. Such Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party to the extent reasonably possible. If the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject fails timely to indemnification under subsection (a) shall be brought defend, contest or otherwise protect against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Claim, such Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contestdo so, including, without limitation, by making the right to make any counterclaim against compromise or settlement thereof, and such Indemnified Party shall be entitled to recover the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises entire Cost thereof from the same actions Indemnifying Party, including, without limitation, attorneys' fees, disbursements and amounts paid (or facts giving rise of which such Indemnified Party has become obligated to pay) as the result of such Third Party Claim. The Failure by the Indemnifying Party to notify such Indemnified Party of its or their election to defend any such Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that deemed a waiver by the Indemnifying Party will give of its or their right to defend such Third Party Claim. If the Indemnified Indemnifying Party reasonable prior written notice assumes the defense of any the particular Third Party Claim, the Indemnifying Party shall not, in the defense of such proposed settlement or compromise and will not Third Party Claim, consent to the entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement with respect to of any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred except with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of such Indemnified Party which does not include as an unconditional term thereof the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled giving by the claimant or the plaintiff to such Indemnified Party pursuant to this Section, and the Indemnifying a full release from all liability in respect of such Third Party shall bear its own costs and expenses with respect to such participationClaim. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Partyforegoing, the Indemnifying Party shall not be required entitled to bear control (but shall be entitled to participate at their own expense in the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s requestof), and the Indemnified Party shall reimburse be entitled to have sole control over, the Indemnifying defense or settlement of any Third Party in full for all costs and expenses of Claim to the litigation concerning such dispute. If a dispute over potential liability is resolved in favor extent the Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) In the event of a breach of a representation, warranty or covenant of VARTA contained in this Agreement, Strategic Partner or German Limited shall, within a reasonable period, notify VARTA of any breach, and, to the extent then feasible, describe its claim in reasonable detail and set forth the estimated amount of such claim. Notwithstanding the foregoing sentence, Strategic Partner shall not be required to give notice of such a breach until Strategic Partner has the right to make a claim pursuant to the limitation in Section 8.1. (b) (an “Indemnified Party”) of notice of If a claim for indemnification under Section 8.1 is asserted against VARTA arising from any pending demand, claim, action, suit, proceeding or threatened claim against it investigation by or before any court, arbitrator, governmental authority or other third party (a “Claim”"THIRD PARTY CLAIM") against Strategic Partner or the Consumer Group ("CLAIM ADDRESSEE"), VARTA may assume the defense of such Indemnified Third Party shall give prompt written notice (including copies Claim at its own expense. If VARTA assumes the defense of all papers served with respect to such claim) to the party to whom the Indemnified Party is entitled to look for indemnification (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) such defense shall be brought against an Indemnified Party conducted in accordance with VARTA's instructions and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with by counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing chosen by VARTA approved by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified PartyAddressee, which approval shall not be unreasonably withheld. The Indemnifying Claim Addressee shall retain the right to employ its own counsel and participate in the defense of such Third Party Claim at its own expense if (if i) in the Indemnified Party written opinion of counsel to the Claim Addressee reasonably satisfactory to VARTA, use of counsel of VARTA's choice would be expected to give rise to a conflict of interest, or (ii) VARTA shall not have employed counsel to represent the Claim Addressee within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding, or (iii) the amount at issue is likely to exceed the amount of VARTA's indemnification obligation under this Article 8. Notwithstanding the foregoing provisions of this Section 8.3 (b), VARTA shall not be entitled to settle any Third Party Claim for which indemnification hereunder) shall reimburse is sought under Section 8.1 without Claim Addressee's prior written consent unless such settlement provides that the Indemnified Party for its reasonable out of pocket costs incurred Claim Addressee is released from all liability with respect to such cooperationThird Party Claim and such settlement does not impose any remedy other than the payment of money and does not require the Claim Addressee to admit any wrong doing. If Strategic Partner and German Limited shall, at their own expense, reasonably cooperate (and cause German Limited and the Indemnifying Party fails Consumer Group to assume reasonably cooperate) with VARTA in the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the any Third Party Claim, then provide VARTA's representatives access, during normal business hours, to all relevant business records and documents and permit VARTA and its representatives to consult with the Indemnified Party shall have directors, employees and representatives of Strategic Partner, its group or the right Consumer Group (as the case may be). (c) The failure of Strategic Partner or German Limited to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses comply with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party their obligations under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party 8.3 shall not be required to bear the costs release VARTA from its respective remedy obligation hereunder, except (i) if (and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid that) that VARTA proves that it is prejudiced by such failure or suffered (ii) in the event of Strategic Partner's or German Limited's deliberate or gross failure to comply with such obligations, unless Strategic Partner or German Limited proves that VARTA is not prejudiced by the Indemnified Partysuch failure.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or The party seeking indemnification under Section 10.02 (b) (an “the "Indemnified Party”") of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall agrees to give prompt written notice (including copies of all papers served with respect to such claim) to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “"Indemnifying Party”") of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement assertion of any claim, litigation or the commencement of any suit, action or proceeding ("Claim") in respect of which indemnity may be sought hereunder, provided under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party will give may reasonably request. The failure to so notify the Indemnifying Panty shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party ("Third Party Claim") and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense.j (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, (i) the Indemnifying Party shall obtain the prior written'consent of the Indemnified Party reasonable prior written notice of any such proposed settlement (which shall not be unreasonably withheld, delayed or compromise and will not consent to the entry of any judgment or enter conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the indemnified Party without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not controldelayed or conditioned. (d) Each party shall cooperate, any and cause their respective Affiliates to cooperate, in the defense or settlement controlled by the Indemnified prosecution of any Third Party pursuant to this Section, Claim and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay furnish or cause to be paid to the furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The Indemnified Party the amount of the Liability within ten business days of receipt by shall keep the Indemnifying Party of a notice reasonably itemizing the amount fully informed of the Liability but only to the extent actually paid or suffered defense of any Third Party Claim conducted by the such Indemnified Party. (e) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 10.02.

Procedures. Promptly after receipt by a Person entitled to Claims for indemnification under subsection this Agreement shall be asserted and resolved as follows: (a) If any Person who or (b) which is entitled to seek indemnification under 0 (an “Indemnified Party”) of receives notice of the assertion or commencement of any pending or threatened claim asserted against it an Indemnified Party by a third party (a “Third Party Claim”)) in respect of any matter that is subject to indemnification under 0, such the Indemnified Party shall give prompt written notice promptly: (including copies of all papers served with respect i) notify the Party obligated to such claim) to the party to whom the Indemnified Party is entitled pursuant to look for indemnification 0 above (the “Indemnifying Party”) of the commencement thereof, which Third Party Claim; and (ii) transmit to the Indemnifying Party a written notice shall describe (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, an a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of damages Losses attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure . Failure to so notify the Indemnifying Party timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of any liability that it may have to any the Indemnified Party Party’s indemnification hereunder, except to the extent the Indemnifying Party demonstrates is materially prejudiced by such delay or omission. (b) The Indemnifying Party may elect to defend the Indemnified Party against such Third Party Claim; except that it if Seller is prejudiced thereby. In case the Indemnifying Party, then Seller shall not have the right to defend or direct the defense of any such Third Party Claim that (i) is subject to indemnification under subsection asserted directly or by or on behalf of a Person that is a supplier or a customer of an Acquired Company, or (aii) shall be brought seeks an injunction or other equity relief against an any Buyer Indemnified Party and it shall give notice to Party. If the Indemnifying Party of notifies the commencement thereof, Indemnified Party that the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel of its choice selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this 0. The Indemnified Indemnifying Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses full control of such counsel defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall be at not enter into any settlement agreement or consent to the expense entry of judgment without the written consent of the Indemnified Party unless (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that such consent shall not be required if: (i) the employment thereof has been specifically authorized in writing by settlement agreement contains a complete and unconditional release of such Indemnified Party from all liability on claims that are the Indemnifying Party, subject matter of such proceeding; and (ii) the Indemnifying Party failed to assume settlement agreement does not contain any consideration other than the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to payment of money which the Indemnifying Party from representing the Indemnified Partyagrees to pay. If requested by the Indemnifying Party, the Indemnified Party agrees agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that which the Indemnifying Party elects to contest, including, without limitation, by including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross-cross complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Indemnified Party shall be the sole judge of the acceptability of may participate in, but not control, any compromise defense or settlement of any claimThird Party Claim controlled by the Indemnifying Party pursuant to this 0, litigation or proceeding and the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party shall have the right, exercisable in respect its sole discretion, to assume control of which indemnity may be sought hereunder, provided the defense of any Third Party Claim if (i) the Indemnifying Party advises such Indemnified Party in writing that the Indemnifying Party will give does not elect to defend, settle or compromise such Claim, or (ii) the Indemnifying Party does not notify the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent within thirty (30) days after receipt of the Indemnified Party, which shall not be unreasonably withheld. The Claim Notice that the Indemnifying Party elects to undertake the defense thereof on behalf of and for the account and risk, and at the expense, of the Indemnifying Party. (if the Indemnified Party is entitled to indemnification hereunderc) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume does not notify the defense of a Third Indemnified Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if that the Indemnifying Party assumes the defense of elects to defend the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim0, then the Indemnified Party shall have the right to defend, at the sole and be reimbursed for its reasonable cost and expense of the Indemnifying Party (but only if the Indemnified Party is actually entitled to indemnification hereunder), ) in regard to the Third Party Claim with counsel selected by the Indemnified Party, by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted diligently by the Indemnified Party to a final conclusion or settledParty. The In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided provided, however, that the Indemnified Party shall may not settle enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the written consent of the Indemnifying Party, ’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section0, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions . (d) Any claim by an Indemnified Party on account of this Section 13.2, if Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party disputes its potential liability reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of the events that gave rise to such Direct Claim; provided, that failure to provide timely notice shall not affect the Indemnified Party’s indemnification hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such delay or omission. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of Losses that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five (5) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five (5) Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party under this Section 13.2 on the terms and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable subject to the Indemnified Party under provisions of this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified PartyAgreement.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or A Person seeking indemnification (b) (an the “Indemnified Party”) in respect of, arising out of notice or involving a Loss in respect of a claim or demand made by any pending or threatened claim Person against it the Indemnified Party (a “Third Party Claim”), such Indemnified Party ) shall give prompt written deliver notice (including copies of all papers served with a “Claim Notice”) in respect to such claim) thereof to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) of the commencement thereof, which notice shall describe in with reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the promptness after receipt by such Indemnified Party’s request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim and the determination by such Indemnified Party that such Third Party Claim has given or could give rise to a right of indemnification under this Agreement, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. Without limiting the provisions of Section 8.1, the failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under Article VI and this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim that is exclusively for civil monetary damages at law, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel of its choice selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim that primarily seeks equitable or injunctive relief or for any claim that would impose criminal liability or damages, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claims. If the Indemnifying Party does not expressly elect (or is not entitled) to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 8.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle, with the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has of such counsel shall have been specifically authorized in writing by the Indemnifying Party, Party or (ii) the Indemnifying Party failed named parties to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iiiincluding any impleaded parties) there shall exist or develop a conflict include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that would ethically prohibit representation by counsel to the Indemnifying Party from representing of both the Indemnifying Party and such Indemnified PartyParty may present such counsel with a conflict of interest (it being understood that, in such case, such legal fees and expenses may constitute Losses hereunder). If requested by the Indemnifying PartyParty assumes the defense of any Third Party Claim, the Indemnified Party agrees to shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party all witnesses, pertinent records, materials and information in contesting the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim that Claim, the Indemnifying Party elects to contestshall not, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperationThird Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss in respect of a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim,”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. Without limiting the provisions of Section 8.1, the failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under Article VI and this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or pursuant to Article VI and this Article VIII. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of does not notify the Indemnified Party pursuant to this subparagraph within thirty (c30) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense days following its receipt of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party a Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to Notice in respect of a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided Direct Claim that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if hereunder, such dispute is resolved Direct Claim specified by the Indemnified Party in favor of the Indemnifying Party, such Claim Notice shall be conclusively deemed a Loss hereunder. If the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full agrees that it has an indemnification obligation but asserts that it is obligated for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall reimburse pay or direct the Indemnified Party in full for all costs of Escrow Agent to release payment from the litigation concerning Indemnity Escrow Account, as applicable, such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable lesser amount promptly to the Indemnified Party Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) The indemnification of the Buyer Indemnified Parties required under this Section 13.2(c)Agreement shall be made, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party extent available, by prompt payment by the amount Escrow Agent (to the extent of any amounts then available in the Liability within ten business days of receipt Indemnity Escrow Account if applicable) or payment made by the Indemnifying Party (to the extent of a notice reasonably itemizing any amounts not then available in the Indemnity Escrow Account if applicable) of the amount of the Liability but only Losses in connection therewith. With respect to indemnification required under this Agreement for Losses arising out of or relating to Fundamental Representations or Fundamental Pre-Closing Covenants, Losses arising out of or relating to the extent actually paid Earnout Obligations described in Section 5.8 or suffered Losses described in Section 6.2, the Buyer may elect to payment by the Escrow Agent from the Indemnity Escrow Account as set forth in Section 8.5 or by payment made by the Indemnifying Party. (e) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (f) Notwithstanding the provisions of Section 10.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere. (g) For purposes of this Article VIII, whether there has been a breach of a representation in Section 3.17 and the amount of Losses payable in connection with any such breach shall be determined without regard to any information set forth in the Disclosure Schedules (other than (i) solely with respect to the last sentence of Section 3.17(a), the information set forth in Schedule 3.17(a) of the Disclosure Schedules and (ii) solely with respect to the first sentence of Section 3.17(h), the identification of the Tax Actions set forth in Schedule 3.17(h) of the Disclosure Schedules).

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or A party seeking indemnification (b) (an the “Indemnified Party”) in respect of, arising out of notice of or involving a Loss or a claim or demand made by any pending or threatened claim person against it the Indemnified Party (a “Third-Party Claim”), such Indemnified Party ) shall give prompt written deliver notice (including copies of all papers served with a “Claim Notice”) in respect to such claim) thereof to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the commencement thereof, which notice shall describe in reasonable detail the nature of the Third Third-Party Claim, an estimate and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of the amount of damages attributable to the Third Party Claim its obligations under this Article VIII except to the extent feasible that the Indemnifying Party is actually and materially prejudiced by such failure. (b) If the basis of Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party’s request Party against any and all Losses that may result from a Third-Party Claim that is exclusively for indemnification under civil monetary damages at law pursuant to the terms of this Agreement; provided that the failure to so notify , the Indemnifying Party shall not relieve have the right, upon written notice to the Indemnified Party within 15 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party of (which expenses shall not be applied against any liability that it may have to any Indemnified Party except to the extent indemnity limitation herein) with counsel selected by the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim for equitable or injunctive relief or any claim that would impose criminal liability or damages, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party (provided that the Indemnifying Party has acknowledged its obligation to indemnify the Indemnified Party), any such Third-Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third-Party Claim within the time period and otherwise in accordance with the first sentence of this Section 8.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third-Party Claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has of such counsel shall have been specifically authorized in writing by the Indemnifying Party, Party or (ii) the Indemnifying Party failed named parties to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Third-Party Claim or (iiiincluding any impleaded parties) there shall exist or develop a conflict include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that would ethically prohibit representation by counsel to the Indemnifying Party from representing of both the Indemnifying Party and such Indemnified PartyParty may present such counsel with a conflict of interest. If requested by the Indemnifying PartyParty assumes the defense of any Third-Party Claim, the Indemnified Party agrees to shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and its counsel in contesting any Third Party Claim that make available to the Indemnifying Party elects to contestall witnesses, includingpertinent records, without limitation, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by making the Indemnifying Party. If the Indemnifying Party assumes the defense of any counterclaim against the Person asserting the Third Party Claim or any crossThird-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The , the Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claimnot, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if enter into any settlement or compromise or consent to the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out entry of pocket costs incurred any judgment with respect to such cooperationThird-Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third-Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII. If the Indemnifying Party fails to assume does not notify the defense Indemnified Party within ten days following its receipt of a Third Party Claim within Notice in respect of a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if Direct Claim that the Indemnifying Party assumes the defense of disputes its liability to the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claimhereunder, then such Direct Claim specified by the Indemnified Party in such Claim Notice shall have the right to defend, at the sole cost and expense be conclusively deemed a liability of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, hereunder and the Indemnifying Party shall bear its own costs and expenses with respect to pay the amount of such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, on demand. If the Indemnifying Party shall not be required agrees that it has an indemnification obligation but asserts that it is obligated to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If pay a dispute over potential liability is resolved in favor of lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning pay such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable lesser amount promptly to the Indemnified Party under this Section 13.2(c)Party, the Indemnifying Party shall pay without prejudice to or cause to be paid to waiver of the Indemnified Party Party’s claim for the amount of the Liability within ten business days of receipt difference. (d) The indemnification required hereunder shall be made by prompt payment by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only actual Losses in connection therewith. (e) The Indemnifying Party shall not be entitled to the extent actually paid require that any action be made or suffered brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (f) Notwithstanding the provisions of Section 10.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third-Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or A party seeking indemnification (b) (an the “Indemnified Party”) in respect of, arising out of notice of or involving a Loss or a claim or demand made by any pending or threatened claim person against it the Indemnified Party (a “Third-Party Claim”), such Indemnified Party ) shall give prompt written deliver notice (including copies of all papers served with a “Claim Notice”) in respect to such claim) thereof to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the commencement thereofThird-Party Claim, which notice and shall describe promptly provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. In furtherance and not in limitation of the foregoing or anything herein contained to the contrary, any Claim Notices delivered shall specify, with reasonable detail and particularity, the nature of the Third Party Claim, an estimate the section or sections of the Agreement to which the Claim relates, and the amount of damages attributable to the Third Party Claim such Losses (if known) or a good faith, reasonable estimate of such Losses (to the extent feasible ascertainable at such time) (the “Claimed Losses” ) and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that the failure upon which such calculation or estimate has been determined (together with reasonable supporting documentation therefor). (b) Except with respect to so notify any Special Claim, the Indemnifying Party shall not relieve have the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection right (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of by notifying the Indemnified Party shall, participate in and writing of its intent within 20 days after receipt of the Third-Party Claim Notice) but not the obligation to control the defense of any Third-Party Claim, and all reasonable fees and expenses of the Third Indemnifying Party’s counsel shall be borne by the Indemnifying Parties. If the Indemnifying Party Claim with counsel is controlling the defense of its choice reasonably satisfactory to a Third-Party Claim, the Indemnified Party. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, (but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (inot control) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if such action at its sole expense. If the Indemnifying Party assumes the defense of any such Third-Party Claim, the Indemnifying Party will select counsel to conduct the defense of such claim or proceeding, will take all steps necessary in the defense or settlement thereof and will at all times diligently and promptly pursue the resolution thereof. If the Third-Party Claim is a Special Claim, or if the Indemnifying Party does not assume the defense of such Third-Party Claim or proceeding resulting therefrom in accordance with the terms of this Section 8.4, the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute may defend against such claim or settle proceeding, and shall be reimbursed by the Third Indemnifying Party Claimfor such reasonable costs and expenses, then in the manner the Indemnified Party shall have may deem appropriate, including settling such claim or proceeding on such terms as the right to defendIndemnified Party may deem appropriate, at with the sole cost and expense prior written consent of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any All parties to this Agreement shall cooperate in the defense or settlement controlled by prosecution of such Third Party Claim and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection with such Third-Party Claim; provided, that no party shall be required to grant access or furnish information to the Indemnified Party pursuant extent that such information is subject to this Sectionan attorney/client or attorney work product privilege; and provided further, that a party and/or its counsel shall use their commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney/client or attorney work product privilege. Each party shall act in good faith and in a commercially reasonable manner in addressing any adverse consequences that may result in the basis for an indemnifiable claim. If the Indemnifying Party shall bear its own costs and expenses assumed the defense of any claim or proceeding in accordance with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party8.4, the Indemnifying Party will be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or proceeding, 60 with the prior written consent of each relevant Indemnified Party (which shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s requestunreasonably withheld); provided, and the Indemnified Party shall reimburse however, that the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall will pay or cause to be paid all amounts arising out of such settlement or judgment concurrent with the effectiveness thereof; provided further, that the Indemnifying Party is not authorized to encumber any of the assets of any Indemnified Party or to agree to any restriction that would apply to any Indemnified Party or to its conduct of business; and provided further, that a condition to any such settlement is a complete release of each relevant Indemnified Party and its Affiliates, directors, officers, employees and agents with respect to the claim made. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third‑Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII. If the Indemnifying Party does not notify the Indemnified Party within 20 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability (in whole or in part) to the Indemnified Party hereunder, which may consist of, for the avoidance of doubt, an objection based on the inability to determine (i) the propriety of indemnification of any or all claims contained in the Claim Notice, (ii) the accuracy of any statement of fact or Losses set forth in the Claim Notice and/or (iii) to the extent the Claim Notice seeks indemnification under Section 8.2(a) or Section 8.3(a), the fact that the facts alleged in the Claim Notice do not constitute a breach of a representation or warranty for which indemnification is available pursuant to Section 8.2(a) or Section 8.3(a), as applicable (any such notice, an “Objection Notice”), such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Liability within ten business Indemnified Party on demand. If the Indemnifying Party timely disputes (in whole or in part) its liability to the Indemnified Party hereunder in accordance with the terms hereof, the Indemnifying Party and the Indemnified Party will, for a period of 30 days following delivery of receipt the Objection Notice, negotiate in good faith to resolve the items disputed in the Objection Notice. During such 30-day period each of such parties shall promptly provide the other with such information regarding the Direct Claim as such other party may reasonably request. If the Indemnified Party and the Indemnifying Party are unable to fully resolve the items disputed in the Objection Notice during such 30-day period, the Indemnified Party and the Indemnifying Party will be entitled to initiate such proceedings and seek such remedies as may be permitted under the terms of this Agreement. (d) Subject to Section 8.5, the indemnification required hereunder shall be made by prompt payment by the Indemnifying Party of a notice reasonably itemizing the amount of actual Losses in connection therewith, promptly following agreement between the Liability but only Indemnifying Party and the Indemnified Party of the amount of Losses incurred or if no such agreement, upon receipt of a final, non-appealable court order determining the amount of such Losses. (e) The Indemnifying Party shall not be entitled to the extent actually paid require that any action be made or suffered brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (f) Notwithstanding the foregoing, following the Closing, the Buyer shall not initiate any discussions, proceedings, audits, examinations or any other contacts relating to sales and use Taxes of the Company with any Governmental Authority for a Pre-Closing Tax Period, without the consent of Sellers Representative (not to be unreasonably withheld, delayed or conditioned). Sellers Representative shall have the right to determine which Governmental Authority to initiate discussions with regarding resolution, including voluntary disclosure agreements, of outstanding sales and use Tax liability of Seller for a Pre-Closing Tax Period. The rights of the parties to control and participate in the process and defense of any such sales and use Tax matters (including with respect to settlement) shall be governed in the same manner as Third Party Claims under Section 8.4(b). For the avoidance of doubt, and notwithstanding anything else to the contrary in this Agreement, (i) Buyer shall have the right to initiate any discussions, proceedings, audits, examinations, voluntary disclosure agreements, or any other contacts relating to sales and use Taxes of On-Site Labs and DepositIQ with any Governmental Authority for any Pre-Closing Tax Period or Straddle Period, without the consent of Sellers Representative, (ii) the Sellers Representative shall have the right to participate (at its own expense) in the process and defense of any such sales and use Tax matters and Buyer shall not consent to settlement of any such matter without the consent of the Sellers Representative (which shall not be unreasonably withheld), and (iii) nothing in this Agreement shall be construed to limit Buyer’s ability after the Closing to file Tax Returns with any Governmental Authority with respect to any sales or use Taxes of On-Site Labs, Deposit IQ, or Buyer (or any of its Affiliates) for any Tax period that is a Straddle Period or that begins after the Closing Date. No action by Buyer or any of its Affiliates that is authorized in this Section 8.4(f) shall result in any limitation on any Seller Party’s obligation to indemnify any Buyer Indemnified Party with respect to Losses for any Sales Tax Claim pursuant to this Agreement. (g) To the extent any provision of this Section 8.4 is in conflict with or inconsistent with the provisions of Article VI, Article VI shall govern.

Procedures. Promptly after receipt by a Person entitled to (A The party seeking indemnification under subsection Section 12.2 (a) or (b) (an “the "Indemnified Party”") of notice of any pending or threatened claim against it (a “Claim”), such Indemnified Party shall agrees to give prompt written notice (including copies of all papers served with respect to such claim) to the party to against whom the Indemnified Party indemnity is entitled to look for indemnification sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement thereofof any suit, action or proceeding ("Claim") in respect of which notice shall describe in reasonable detail indemnity may be sought under such Section and will provide the nature of the Third Indemnifying Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party. (B The Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and entitled to participate in the defense thereofof any Claim asserted by any third party ("Third Party Claim") and, but subject to the fees and expenses of such counsel limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its expense. (C If the expense Indemnifying Party shall assume the control of the Indemnified defense of any Third Party unless Claim in accordance with the provisions of this Section 12.3, (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without obtain the prior written consent of the Indemnified Party, Party (which shall not be unreasonably withheld. The Indemnifying ) before entering into any settlement of such Third Party (Claim, if the settlement does not release the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred from all liabilities and obligations with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to or the first sentence of this subparagraph (c), settlement imposes injunctive or if the Indemnifying Party assumes the defense of other equitable relief against the Indemnified Party pursuant to this subparagraph and (cii) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is be entitled to indemnification hereunder), participate in the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control defense of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent and to employ separate counsel of the Indemnifying Party, which consent shall not be unreasonably withheldits choice for such purpose. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs fees and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party such separate counsel shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party. (D Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearing, trials or appeals, as may be reasonably requested in connection therewith.

Procedures. Promptly after receipt by a Person entitled to indemnification under subsection (a) or In order for a party (b) (an “the "Indemnified Party”") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of notice of or involving a claim made by any pending or threatened claim person against it the Indemnified Party (a “"Third Party Claim”"), such Indemnified Party shall give prompt written notice (including copies of all papers served with respect to such claim) to must notify the party that has agreed to whom indemnify the Indemnified Party is entitled to look for indemnification (the “"Indemnifying Party”") in writing of the commencement thereof, which Third Party Claim promptly following receipt by such Indemnified Party of written notice shall describe in reasonable detail the nature of the Third Party Claim; PROVIDED, an estimate HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure; and PROVIDED, FURTHER, that any such notice delivered to the amount Parent, or to such other party as the Sellers shall designate in writing from time to time, shall constitute notice to the Sellers. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party copies of damages attributable all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the extent feasible Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, 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 not assumed the defense thereof. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the Indemnified 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 that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and which releases the Indemnifying Party completely in connection with such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the 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 that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. (c) In the event any Indemnified Party should have a claim against any Indemnifying Party under Section 7.2 or 7.3 that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party’s request for indemnification under this Agreement; provided that , the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party so to so notify the Indemnifying Party shall not relieve the Indemnifying Party of from any liability that it may have to any such Indemnified Party under Section 7.2 or 7.3, except to the extent that the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be brought against an Indemnified Party and it shall give notice to the Indemnifying Party of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing materially prejudiced by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of this subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to this subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this Section 13.2 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Partyfailure.