Common use of Procedures Clause in Contracts

Procedures. Each Indemnified Party shall give notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Procedures. Each party entitled to indemnification under this Agreement (each, an "Indemnified Party Party") shall give notice to each the party required to provide indemnification (the "Indemnifying Party Party") promptly after such Indemnified Party has actual knowledge of any claim Claim as to which indemnity may be sought, and shall permit the Indemnifying Party may participate at its own expense in the defense, or if it so elects, to assume the defense of any such claim and any action or proceeding resulting therefromClaim; provided that counsel for the Indemnifying Party, including who shall conduct the employment defense of counsel such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the payment 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 expenses. The 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 in this Section 6.3 herein shall not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If under this Agreement unless the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf)materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such claim or litigation, Claim shall, except with the consent of the each Indemnified Party (which consent will shall not be unreasonably withheldwithheld or delayed), consent to entry of any judgment, judgment or enter into any settlement that or compromise which does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim Claim. Each Indemnified Party shall furnish such information regarding itself or litigationthe Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Each (i) In the event that any VoiceStream Indemnified Party or WWC Indemnified Party (each an "Indemnified Party") shall sustain or incur any Losses in respect of which indemnification may be sought by such Indemnified Party pursuant to this Section 2, the Indemnified Party shall give assert a claim for indemnification by giving prompt notice to each the applicable indemnifying party (the "Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, Party) under Section 2 and shall thereafter keep the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The reasonably informed with respect thereto; provided that failure of any the Indemnified Party to give the Indemnifying Party notice as provided in this Section 6.3 herein shall not relieve the Indemnifying Party from of any of its obligations to indemnify such Indemnified Partyhereunder, except to the extent that the Indemnified Party's failure to so notify actually prejudices Indemnifying Party is materially prejudiced by such failure. Upon the Indemnifying Party's ability to defend against receipt of such claimnotice, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action assume, conduct and control the defense, compromise or proceeding and to participate in the defense settlement thereof, but such by written notice to the Indemnified Party shall pay of its intention to do so within thirty (30) days after receipt of the fees and expenses of such separate notice, with counsel unless (a) reasonably satisfactory to the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and Party, at the Indemnifying Party's own expense, and such thereupon to prosecute in the name and on behalf of the Indemnified Party shall have been advised by counsel that there is any available cross-claims, counter-claims or would be a conflict of interest between such Indemnified Party and third-party claims arising with respect to the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, claim. If the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Partyclaim, in the defense of any it shall not settle such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any unless such settlement that does not include includes as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnified Party, reasonably satisfactory to the Indemnified Party, from all liability with respect to such claim. As long as the Indemnifying Party is contesting any such claim in good faith and on a timely basis, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the assumption by the Indemnifying Party of the defense of any claim as provided in this Section 2(c) and without limiting the Indemnifying Party's right to assume, conduct and control the defense, compromise 3 or settlement thereof, the Indemnified Party shall be permitted to join in the defense of such claim and to employ counsel at its own expense. Assumption by the Indemnifying Party of the defense of any claim shall not be deemed a concession by the Indemnifying Party that it is required to indemnify the Indemnified Party for the subject matter of such claim. (ii) If the Indemnifying Party shall fail to notify the Indemnified Party of a release from all liability its desire to assume the defense of such claim within the prescribed 30-day period set forth in Section 2(c)(i) or shall notify the Indemnified Party that it will not assume the defense of any such claim, then the Indemnified Party may defend any such claim, in which event it may do so in such manner as it may deem appropriate, and the Indemnifying Party shall be bound by any determinations made in any litigation with respect to such claim or litigationany settlement thereof effected by the Indemnified Party, provided that any such determinations or settlement shall not affect the right of the Indemnifying Party to dispute the Indemnified Party's claim for indemnification. Unless and until the Indemnified Party assumes the defense of any claim, the Indemnifying Party shall advance to the Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such action or proceeding.

Procedures. Each A party seeking indemnification under the Agreement (the “Indemnified Party Party”) shall give prompt notice to each the party against whom indemnity is sought (the “Indemnifying Party promptly after such Indemnified Party has actual knowledge Party”) of the assertion of any claim as to claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought, sought under and will provide the Indemnifying Party such information and documents with respect thereto that the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expensesreasonably request. The failure of any Indemnified to so notify the Indemnifying Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Partyobligations, except to the extent such failure shall have actually materially prejudiced the Indemnifying Party. The Indemnifying Party shall have the right, at its option, exercisable within 30 days after receipt of such notice to assume the defense of, at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party's failure ), any matter involving the asserted liability of the Indemnified Party (“Asserted Liabilities”), subject to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceedinglimitations set forth herein. If the Indemnifying Party elects intends to compromise, settle or defend any such Asserted Liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnifying Party shall not settle any such Asserted Liability without the written consent of the Indemnified Party unless such settlement (i) releases the Indemnified Party from all liabilities and obligations with respect to the Asserted Liability, (ii) does not contain a stipulation to, or an admission or acknowledgement of, any wrongdoing (whether in tort or otherwise) on the part of the Indemnified Party, and (iii) does not impose a restriction on Indemnified Party’s business or an injunctive or other equitable relief against the Indemnified Party. Notwithstanding an election by the Indemnifying Party to assume the defense in any of such action or proceeding, an the Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on at its own expense. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of such defense but shall pay for the reasonable fees, costs and expenses of the Indemnified Party's behalf). No ’s legal counsel, which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party intends to compromise, settle or defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party has declined to exercise its option to assume the defense of an Asserted Liability, the Indemnified Party shall promptly notify the Indemnifying Party of its intention to do so, and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that the Indemnified Party shall not settle any such Asserted Liability without the written consent of the Indemnifying Party, which such consent shall not be unreasonably withheld. Each party shall cooperate, and cause their respective affiliates to cooperate, in the defense or prosecution of any Claim by a third party and shall furnish or cause to be furnished such claim records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or litigationappeals, shall, except with the consent of the Indemnified Party (which consent will not as may be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability reasonably requested in respect to such claim or litigationconnection therewith.

Procedures. Each If any action shall be brought against any Indemnified Party shall give notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought pursuant to this Agreement, such Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party may participate at its own expense in shall have the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects right to assume the defense in any action or proceeding, an thereof with counsel of its own choosing reasonably acceptable to such Indemnified Party. Such Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless shall be at the expense of such Indemnified Party except to the extent that (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (b) the Indemnifying Party has agreed failed after a reasonable period of time to pay assume such defense and to employ counsel, (c) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party or (d) if such action involves a Person seeking to impose any equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified under this Article VI, in which case the Indemnifying Party shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Indemnifying Party will not be liable to any Indemnified Party under this Agreement (a) for any settlement by an Indemnified Party effected without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed or (b) to the named parties extent, but only to the extent, that any Loss is attributable to any such action Indemnified Party’s breach of any of the representations, warranties, covenants or proceeding (including any impleaded parties) include agreements made by such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is in this Agreement or would be a conflict of interest between such Indemnified Party and in any Ancillary Document. If the Indemnifying Party in the conduct of assumes the defense of such any action (in which case, if such against any Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on not, without such Indemnified Party's behalf). No Indemnifying Party’s prior written consent, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that or compromise or consent to the entry of any judgment with respect to such action if such settlement, compromise or judgment (a) involves a finding or admission of wrongdoing, (b) does not include as an unconditional term thereof the giving written release by the claimant or plaintiff to of such Indemnified Party of a release from all liability in with respect to such claim action or litigation(c) imposes equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified under this Article VI.

Procedures. Each Any Indemnified Party shall give notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and notify the Indemnifying Party may participate at its own expense in (with reasonable detail) promptly after it becomes aware of facts supporting a claim or action for which indemnification is provided under this Article VIII, and shall provide to the defense, or if it so elects, assume the defense of Indemnifying Party as soon as practicable thereafter all reasonably available information and documentation necessary to support and verify any Losses associated with such claim and any action or proceeding resulting therefromaction. Subject to Section 8.2(c)(iv), including the employment of counsel and failure to so notify or provide information to the payment of all expenses. The failure of any Indemnified Indemnifying Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations of any liability that it may have to indemnify such any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party's ’s failure to so notify actually prejudices give such notice, in which case the Indemnifying Party shall be relieved from its obligations under this Agreement to the extent of such material prejudice. The Indemnifying Party shall participate in and defend, contest or otherwise protect the Indemnified Party against any such claim or action by counsel of the Indemnifying Party's ability ’s choice at the Indemnifying Party’s sole cost and expense; provided, however, that the Indemnifying Party shall not make any settlement or compromise without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, there is no admission or statement of fault or culpability on the part of the Indemnified Party and there is an unconditional release of the Indemnified Party from all liability on any claims that are the subject of such claim or action. The Indemnified Party shall use commercially reasonable efforts upon the reasonable request of the Indemnifying Party to defend cooperate with and assist the Indemnifying Party in defending, contesting, or otherwise protecting the Indemnified Party against such claimany suit, action, investigation, claim or proceedingproceeding in connection with which a claim for indemnification is made. If the Indemnifying Party elects to assume the defense in any action or proceeding, an The Indemnified Party shall have the right to employ separate counsel in such action or proceeding and right, but not the obligation, to participate at the Indemnified Party’s own expense in the defense thereofthereof by counsel of the Indemnified Party’s choice; provided, but such Indemnified however, that the Indemnifying Party shall pay the fees and expenses of such separate counsel unless for the Indemnified Party if (a) the Indemnifying Party has agreed to pay such fees and expenses expenses, or (b) counsel for the named parties to any such action or proceeding (including any impleaded parties) include such Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Indemnified Party shall be entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and amounts paid as the Indemnifying Party in the conduct of the defense result of such action (in which casesuit, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyaction, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Partyinvestigation, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationproceeding.

Procedures. Each (a) In case any claim is made, or any suit or action is commenced, against either party (the “Indemnified Party”) in respect of which indemnification may be sought by it under this Article 17, the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, thereof and the Indemnifying Party may shall be entitled to participate at its own expense in the defensedefense thereof and, or if it so electswith prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, assume to assume, at the Indemnifying Party’s expense, the defense of any thereof, with counsel reasonably satisfactory to such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expensesIndemnified Party. The failure of any Indemnified Party to give After notice as provided in this Section 6.3 shall not relieve from the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to Party of its election so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense thereof, the Indemnifying Party will not be liable to such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in any action or proceeding, an connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ separate its own counsel in if the Indemnifying Party elects to assume such action or proceeding and to participate in the defense thereofdefense, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the Indemnified Party’s expense, unless (ai) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has agreed not employed counsel to pay take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such fees and expenses defense, thereafter ceases its defense of such action, or (biii) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel has reasonably concluded that there is may be defenses available to it which are different from or would be a conflict of interest between such Indemnified Party and additional to those available to the Indemnifying Party (in which case the conduct of Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. (in which case, if such c) The Indemnifying Party shall promptly notify the Indemnified Party notifies if the Indemnifying Party desires not to assume, or participate in writing the defense of, any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages, but shall not agree to any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that it elects any failure of an Indemnified Party to employ separate counsel at consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) the expense Indemnified Party may settle or compromise any such claim, suit or action solely for an amount not exceeding One Thousand Dollars ($1,000), but shall not settle or compromise any other matter without the prior written consent of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will shall not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Procedures. Each In the event any demands or claims are asserted against a Party or any Actions or Proceedings are commenced against a Party (such Party against which such are asserted or commenced being the “Indemnified Party”) for which the other Party (the “Indemnifying Party”) is obligated to indemnify the Indemnified Party under this Article 11, then Indemnified Party shall give timely notice thereof to each Indemnifying Party promptly in order to permit Indemnifying Party the necessary time to evaluate the merits of such demand, claim, Action or Proceeding and defend, settle or compromise the same so that Indemnifying Party’s interest is not materially prejudiced; and, in the event Indemnified Party fails to provide such timely notice, Indemnifying Party shall have no liability whatsoever to indemnify and defend Indemnified Party from such demand, claim, Action or Proceeding pursuant to this Article 11 and Indemnified Party shall be solely responsible for the defense thereof and any and all liability of Indemnified Party arising therefrom. Within 10 Business Days after such notice, Indemnifying Party shall assume defense thereof with counsel chosen by Indemnifying Party and reasonably acceptable to Indemnified Party. Indemnifying Party shall not be liable for any costs or expenses incurred by Indemnified Party has actual knowledge of in connection with any claim as to which indemnity may be soughtdemand, and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, suit or proceeding. If the proceeding for which Indemnifying Party elects is obligated to assume the defense in any action or proceedingindemnify Indemnified Party under this Article 11, an Indemnified provided that Indemnifying Party shall have the right to employ separate counsel in such action or proceeding and to participate in assumed the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party thereof in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except accordance with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationthis Article 11.

Procedures. Each (a) Any Person desiring indemnification under this Article VII and entitled thereto (an “Indemnified Party”) shall, promptly upon becoming aware thereof, give written notice thereof to the Party shall give notice obligated to each Indemnifying Party promptly after indemnify such Indemnified Party has actual knowledge of any claim as (such notified Party, the “Responsible Party”); provided that the failure to which indemnity may be sought, and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 notify shall not relieve the Indemnifying Responsible Party from of its obligations to indemnify such Indemnified Partyhereunder, except to the extent that the Responsible Party is actually prejudiced thereby. Such notice by such Indemnified Party shall state the amount of the claim, if known, and the method of computation thereof, the nature of such claim and a reference to the provision of this Agreement upon which such claim is based, all with reasonable particularity. (b) If a claim, action, suit or Proceeding by a Person other than a Party hereto (a “Third-Party Claim”) is made against any Indemnified Party's , and if such Indemnified Party intends to seek indemnification with respect thereto under this Article VII, such Indemnified Party shall promptly notify the Responsible Party of such claims; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudices prejudiced thereby. (c) With respect to any Third-Party Claim, the Indemnifying Responsible Party shall have thirty (30) days after receipt of such notice (or such shorter period as an answer or response is required in any Proceeding) to assume the conduct and control, at the expense of the Responsible Party's ability , of the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to defend against participate in such claimsettlement or defense through counsel chosen by such Indemnified Party and the fees and expenses of such counsel shall be borne by the Indemnified Party. Notwithstanding the foregoing, actionthe Responsible Party shall not be entitled to assume control of the defense as to any matter, and if subject to indemnification under this Article VII, shall pay the reasonable fees and expenses of counsel selected and retained by the Indemnified Party, in connection with: (i) any Third-Party Claim seeking specific performance or other equitable remedies, (ii) any Third-Party Claim in which a conflict of interest exists between the Responsible Party and the Indemnified Party, or proceeding(iii) any Third-Party Claim with respect to which the Indemnified Party determines in good faith that the Losses relating to such claim are likely to exceed the maximum amount that the Indemnified Party would then be entitled and able (after taking into account the financial resources of the Responsible Party) to recover under the applicable provisions of this Article VII (collectively, the “Litigation Control Conditions”). If the Indemnifying Indemnified Party elects to assume assumes the control of the defense in any action of such Third-Party Claim because the Third-Party Claim meets one or proceedingmore of the Litigation Control Conditions, an the Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct assume control of the defense of the Third-Party Claim but shall not thereby waive any right to indemnification therefor pursuant to this Agreement; provided, however, that the Indemnified Party shall not consent to an entry of judgment or settle such action (in Third-Party Claim without the prior written consent of the Responsible Party, which caseshall not be unreasonably withheld. The Responsible Party shall, if such it agrees and is reasonably expected to be able to pay the full amount thereof, be permitted independently to consent to an entry of judgment or settle any Third-Party Claim, provided that (i) the Responsible Party pays in full all monetary amounts due under the settlement, (ii) the settlement does not impose any non-monetary relief or future obligation on the Indemnified Party, and (iii) the settlement does not contain any findings of fact or an admission of liability of guilt on the part of the Indemnified Party. (d) Any Indemnified Party notifies shall cooperate in all reasonable respects with the Indemnifying Responsible Party and its attorneys in writing that it elects to employ separate counsel the investigation, trial and defense of any Third-Party Claim and any appeal arising therefrom and, at the expense of the Indemnifying Responsible Party, shall furnish such books, 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 the Indemnifying Responsible Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Partyand its agents and representatives to, in the defense of any such claim or litigation, shall, except with the consent of and reasonable retention by the Indemnified Party (of, books, records and information which consent will not be unreasonably withheld)have been identified by the Responsible Party as being reasonably relevant to such Third-Party Claim, consent and making employees available on a mutually convenient basis to entry provide additional information and explanation of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationmaterial provided hereunder.

Procedures. Each Any party seeking indemnification under this Agreement (the "Indemnified Party") shall promptly give the party from whom indemnification is sought (the "Indemnifying Party") written notice of any claim or the commencement of any action or proceeding for which the Indemnified Party may seek indemnification, and the Indemnified Party shall give notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and permit the Indemnifying Party may participate at its own expense in the defense, or if it so elects, to assume the defense of any such claim and or any action or proceeding litigation resulting therefromfrom such claim, including unless injunctive relief is sought against the employment of counsel and Indemnified Party in which case the payment of all expensesIndemnified Party shall have the right to join in any defense. The Indemnified Party's failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party notice under this clause shall not preclude the Indemnified Party from its obligations to indemnify such Indemnified Party, seeking indemnification from the Indemnifying Party except to the extent that the Indemnified Party's failure to so notify actually prejudices has materially prejudiced the Indemnifying Party's ability to defend against the claim or litigation. The Indemnifying Party shall not settle any claim for which the Indemnified Party seeks indemnification or consent to entry of any judgment in litigation arising from such claim, action, a claim without obtaining a written release of the Indemnified Party from all liability in respect of such claim or proceedinglitigation. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of any such action claim or proceeding on such litigation resulting therefrom, or if injunctive relief is sought against the Indemnified Party's behalf), the Indemnified Party may defend against or settle such claim or litigation in such manner as it may deem appropriate, and in such cases, upon a written demand therefore, the Indemnifying Party shall promptly reimburse the Indemnified Part for the amount of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such claim or litigation. No In addition, if the Indemnifying Party, in Party shall not assume the defense of any such claim or litigationlitigation resulting therefrom, shallor if injunctive relief is sought against the Indemnified Party, except with and if no settlement of the consent of claim or litigation is made, upon written demand therefor, the Indemnifying Party shall promptly reimburse the Indemnified Party (which consent will not be unreasonably withheld), consent to entry for the amount of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in judgment rendered with respect to such claim or in such litigation and for all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in the defense against such claim or litigation.

Procedures. Each If a Party seeks indemnification under this Article IX, such Party (the “Indemnified Party Party”) shall promptly give written notice to each the other Party (the “Indemnifying Party promptly Party”) after such Indemnified Party has actual knowledge receiving written notice of any action, lawsuit, proceeding, investigation, or other claim as against it (if by a third party) or discovering the liability, obligation, or facts giving rise to which indemnity may be soughtsuch claim for indemnification, describing the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to so notify the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Party, hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation, or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article IX, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate in the defense of such action, lawsuit, proceeding, investigation, or other claim giving rise to the Indemnified Party's failure to so notify actually prejudices ’s claim for indemnification at the Indemnifying Party's ability ’s expense and option (subject to defend against the limitations set forth below) and shall be entitled to control and appoint lead counsel of such defense which shall be counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first agree in writing to be fully responsible for all Losses relating to such claims and to provide full indemnification to the Indemnified Party for all Losses relating to such claim; and provided further that the Indemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party, if the claim which the Indemnifying Party seeks to assume control (each, an “Indemnified Party Controlled Proceeding”) (i) involves a claim to which the Indemnified Party reasonably believes could be materially detrimental to or injure the Indemnified Party’s reputation, customer or supplier relations or future business prospects, (ii) seeks non-monetary relief from the Indemnified Party (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), (iii) involves criminal allegations with respect to the Indemnified Party, (iv) is one in which the Indemnifying Party is also a party and joint representation would result in a conflict of interests or as to the principal allegations there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (v) involves a claim as to which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to reasonably prosecute or defend. With respect to actions, lawsuits, proceedings and investigations or other claims asserted by a third party which are outstanding as of the Closing Date, if the Sellers are currently defending such action, lawsuit, proceeding, investigation or other claim, the Sellers shall have the right to control such defense subject to the right of the Purchaser Parties to divest the Sellers of such right if such action, lawsuit, proceeding, investigation or other claim would be an Indemnified Party Controlled Proceeding hereunder. If the Indemnifying Party is permitted to assume and control the defense and elects to assume do so, the defense in any action or proceeding, an Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) employed by the Indemnified Party shall be at the sole cost and expense of the Indemnified Party. If the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of control the defense of any such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyclaim, the Indemnifying Party shall not assume obtain the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of the Indemnified Party (which consent will shall not be unreasonably withheld), consent to entry of any judgment, or enter ) before entering into any settlement of a claim or ceasing to defend such claim unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no adverse effect on any other claims that does not include as an unconditional term thereof may be made against the giving Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationIndemnifying Party.

Procedures. Each In case any claim is made, or any suit or action is commenced, against an SHMC Indemnified Party shall or an LE Indemnified Party, the Party in respect of which indemnification may be sought under this Section 15 (including for the benefit of its officers, directors, employees, agents or representatives or any Person claiming by or through any of them) (the “Indemnified Party”) will promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party will be entitled to participate in the defense thereof and, with prior notice to each the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party promptly after to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. i. The Indemnified Party will have the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel will be at the Indemnified Party’s expense, unless (a) the employment of such counsel has actual knowledge been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has not employed counsel to take charge of any claim as the defense within twenty (20) days after delivery of the applicable notice or, having elected to which indemnity assume such defense, thereafter ceases its defense of such action, or (c) the Indemnified Party has reasonably concluded that there may be soughtdefenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party will not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses will be borne by the Indemnifying Party. ii. The Indemnifying Party will promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, or participate in the defense of, any such claim, suit or action, but such notice will not affect in any way the obligation of the Indemnifying Party in accordance with this Section 15 to indemnify and hold harmless the Indemnified Party against Losses consisting of reasonable attorneys’ fees and expenses and all other costs and expenses of defense. iii. The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party in this Agreement, and the Indemnifying Party may participate at its own expense in the defense, settle or if it so elects, assume the defense of compromise any such claim and any claim, suit or action or proceeding resulting therefrom, including the employment of counsel and solely for the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereofmoney damages, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties will not agree to any such action other settlement or proceeding (including any impleaded parties) include such Indemnified Party and compromise without the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior consent of the Indemnified Party (Party, which consent will not be unreasonably withheld), consent to entry of any judgment, withheld or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationdelayed.

Procedures. Each Indemnified Promptly after receipt by the Party shall seeking indemnification of notice of the assertion by any third party of a Claim that may give notice rise to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as an Indemnifiable Loss or otherwise relates to which indemnity may be sought, and the Indemnifying Party may participate at its own expense in the defensematters contemplated by this Section 3.2, or if it so elects, assume the defense commencement of any such claim and any action or proceeding resulting therefromwith respect thereto (a “Claim”), including such Party (and all Persons related to such Party that may be entitled to indemnification pursuant to Section 3.2(a)(i) or 3.2(a)(ii), as the employment of counsel and case may be, the payment of all expenses. The failure of any Indemnified “Indemnitee”) shall notify the other Party (the “Indemnifying Party”) in writing thereof; provided that the omission to give notice as provided in this Section 6.3 so notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations any liability which it may have to indemnify such Indemnified Partythe Indemnitee, except to the extent and only to the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If extent that the Indemnifying Party elects demonstrates that the defense of such action is materially prejudiced by the Indemnitee’s failure to give such notice. In case any Claim shall be brought against the Indemnitee, the Indemnifying Party shall be entitled to participate in or to assume and undertake the defense thereof with counsel reasonably satisfactory to the Indemnitee after notice to the Indemnitee of its election so to assume and undertake the defense thereof. The Indemnifying Party shall not be liable to the Indemnitee under this Section 3.2 for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation; provided that (i) if the Indemnifying Party has failed to assume the defense and employ counsel or (ii) if the defendants in any action such Claim include both the Indemnifying Party and the Indemnitee and the Indemnitee shall have reasonably concluded that there may be defenses available to it that are different from or proceedingadditional to those available to the Indemnifying Party or if the Indemnitee shall have reasonably concluded that the interests of the Indemnitee reasonably may be deemed to conflict with the interests of the Indemnifying Party, an Indemnified Party then the Indemnitee shall have the right to employ select a separate counsel in and to assume such action or proceeding legal defense and otherwise to participate in the defense thereof, but of such Indemnified Party shall pay the action. The expenses and fees and expenses of such separate counsel unless (a) and other expenses related to such participation shall be reimbursed by the Indemnifying Party; provided that the Indemnifying Party has agreed will not be bound by any compromise or settlement effected without its consent (such consent not to pay such fees and expenses be unreasonably withheld or (b) delayed). In the named parties to any such action event that the Indemnitee is, directly or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Partyindirectly, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of conducting the defense of such any action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyunder this Article III, the Indemnifying Party shall not assume the cooperate in such defense of and make available all such action witnesses, records, materials and information in its possession or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include under its control relating thereto as an unconditional term thereof the giving is reasonably required by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationIndemnitee.

Procedures. Each If any Action shall be brought against any Indemnified Party shall give notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought pursuant to this Agreement or the Series 2023 Amendment, or the Warrants, such Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party may participate at its own expense in shall have the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects right to assume the defense in any action or proceeding, an thereof with counsel of its own choosing reasonably acceptable to such Indemnified Party. Such Indemnified Party shall have the right to employ separate counsel in any such action or proceeding Action and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless shall be at the expense of such Indemnified Party except to the extent that (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (b) the Indemnifying Party has agreed failed after a reasonable period of time to pay assume such defense and to employ counsel, (c) in such Action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party or (d) if such Action involves a Person seeking to impose any equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified under this Section 11, in which case the Indemnifying Party shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Indemnifying Party will not be liable to any Indemnified Party under this Agreement (i) for any settlement by an Indemnified Party effected without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed or (bii) to the named parties extent, but only to the extent, that any Loss is primarily attributable to any such action Indemnified Party’s breach of any of the representations, warranties, covenants or proceeding (including any impleaded parties) include agreements made by such Indemnified Party and in this Agreement or in the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is Series 2023 Amendment or would be a conflict of interest between such Indemnified Party and the Warrants. If the Indemnifying Party in the conduct of assumes the defense of such action (in which case, if such any Action against any Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on not, without such Indemnified Party's behalf). No Indemnifying Party’s prior written consent, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that or compromise or consent to the entry of any judgment with respect to such Action if such settlement, compromise or judgment (1) involves a finding or admission of wrongdoing, (2) does not include as an unconditional term thereof the giving written release by the claimant or plaintiff to of such Indemnified Party of a release from all liability in with respect to such claim Action or litigation(3) imposes equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified in full under this Agreement.

Procedures. Each (a) Any Person seeking indemnification under Section 6.2 (the "Indemnified Party") agrees to give prompt written notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 7.9. (b) If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall give notice to promptly notify each Indemnifying Party promptly after thereof in writing (including copies of all papers served with respect to such Indemnified Third Party has actual knowledge Claim), which notice shall describe in reasonable detail the nature of any claim as the Third Party Claim, an estimate of the amount of damages attributable to which indemnity may be sought, the Third Party Claim to the extent feasible and the Indemnifying Party may participate at its own expense in basis of the defense, or if it so elects, assume the defense of Indemnified Party's request for indemnification under this Agreement; provided that any failure to timely give such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from of any of its obligations to indemnify such Indemnified Party, under this Section 6 except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c) Any 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's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the expense of the Indemnified Party unless (ai) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has agreed failed to pay such fees assume the defense and expenses employ counsel or failed to diligently prosecute or settle the Third Party Claim or (biii) there shall exist or develop a conflict that would ethically prohibit counsel to the named parties to any such action or proceeding (including any impleaded parties) include such Indemnifying Party from representing the Indemnified Party and 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 or entity asserting the Third Party Claim or any cross-complaint against any person or entity, 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. (d) 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 subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have been advised by counsel that there is or would be a conflict the right to defend, at the sole cost and expense of interest between such 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 in shall bear its own costs and expenses with respect to such participation. (e) Notwithstanding the conduct other provisions of the defense of such action (in which casethis Section 6.3, if such Indemnified Party notifies the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 6.3 and if such dispute is resolved in writing that it elects to employ separate counsel at the expense favor of the Indemnifying Party, the Indemnifying Party shall not assume be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 6.3 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. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to the Indemnified Party under this Section 6, 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. (g) In the event a Third Party Claim is brought in which the liability as between the Partnership and the Contributor is alleged to be joint (it being agreed that any Third Party Claim related to a Pre-Closing Contingent Liability shall be deemed joint) or in which the entitlement to indemnification under this Section 6 has not been determined, the Partnership and the Contributor shall cooperate in the joint defense of such action or proceeding on Third Party Claim and shall offer to each other such Indemnified Party's behalf). No Indemnifying Party, assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim matter. Such joint defense shall be under the general management and supervision of the party which is expected to bear the greater share of the liability, unless otherwise agreed; provided, however, that neither party shall settle or litigation, shall, except with compromise any such joint defense matter without the consent of the Indemnified Party (other, which consent will shall not be unreasonably withheld)withheld or delayed. Any uninsured costs of such joint defense shall be borne as the parties may agree, consent to entry provided, however, that in the absence of any judgmentsuch agreement, or enter into any settlement that does not include as an unconditional term thereof the giving defense costs shall be borne by the claimant or plaintiff party incurring such costs; provided, further, that, if it is determined that one party was entitled to indemnification under this Section 6, the other party shall reimburse the party entitled to indemnification for all of its costs incurred in connection with such Indemnified Party of a release from all liability in respect to such claim or litigationdefense.

Procedures. Each As promptly as reasonably practicable after receipt by an Indemnified Party shall give under this Section 10 of notice to each Indemnifying Party promptly after of the commencement of any action for which such Indemnified Party has actual knowledge of any is entitled to indemnification under this Section 10, such Indemnified Party will, if a claim as in respect thereof is to which indemnity may be soughtmade against the Indemnified Party under this Section 10, and notify the Indemnifying Party may participate at its own expense of the commencement thereof in writing; but the defenseomission to so notify the Indemnifying Party (i) will not relieve such Indemnifying Party from any Liability under Section 10.1 above and (ii) will not, or if it so electsin any event, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its any obligations to indemnify any Indemnified Party otherwise than the indemnification obligation provided in Section 10.1 above. In case any such action is brought against any Indemnified Party, except and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein and, to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claimthat it may determine, action, or proceeding. If the jointly with any other Indemnifying Party elects similarly notified, to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but with counsel satisfactory to such Indemnified Party (who shall pay not, except with the fees and expenses consent of such separate the Indemnified Party, be counsel unless to the Indemnifying Party) at the expense of the Indemnifying Party; provided, however, that if (ai) the use of counsel chosen by the Indemnifying Party has agreed to pay represent the Indemnified Party would present such fees and expenses or counsel with a conflict of interest, (bii) the named parties to actual or potential defendants in, or targets of, any such action or proceeding (including any impleaded parties) include such both the Indemnified Party and the Indemnifying Party, Party and such the Indemnified Party shall have been advised by counsel that there is may be one or would be a conflict of interest between such more legal defenses available to it and/or other Indemnified Party and that are different from or additional to those available to the Indemnifying Party, (iii) the Indemnifying Party in shall not have employed counsel satisfactory to the conduct Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the defense institution of such action or (in which case, if such Indemnified Party notifies iv) the Indemnifying Party in writing that it elects shall authorize the Indemnified Party to employ separate counsel at the expense of the Indemnifying Party, then, in each such case, the Indemnifying Party shall not assume have the right to direct the defense of such action or proceeding on behalf of such Indemnified Party's behalf). No Party or Parties and such Indemnified Party or Parties shall have the right to select separate counsel (including local counsel) to defend such action on behalf of such Indemnified Party or Parties at the expense of the Indemnifying Party, in . After notice from the defense of any such claim or litigation, shall, except with the consent of the Indemnified Indemnifying Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a its election to assume the defense thereof and approval by such Indemnified Party of counsel appointed to defend such action, the Indemnifying Party will not be liable to such Indemnified Party under this Section 10 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof, unless the Indemnified Party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the Indemnifying Party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, representing the Indemnified Party who are parties to such action or actions). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability in respect Liability arising out of such action or claim and (ii) does not include a statement as to such claim or litigationan admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

Procedures. Each (a) A party seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall give deliver notice (a “Claim Notice”) in respect thereof to each the party against whom indemnity is sought (the “Indemnifying Party promptly Party”) with reasonable promptness after receipt by such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtnotice of the Third Party Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expensesreasonably request. The failure of any Indemnified Party to give notice as provided in this Section 6.3 deliver a Claim Notice, however, shall not relieve release the Indemnifying Party from any of its obligations to indemnify such Indemnified Party, under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) The Indemnifying Party shall 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 (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party's failure to so notify actually prejudices . 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's ability Party has failed to defend against such claim, action, or proceedingassume the defense thereof. If the Indemnifying Party elects does not expressly elect to assume the defense in any action or proceedingof and to settle such Third Party Claim, an the Indemnified Party shall have the sole right to assume the defense of 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 such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the expense of the Indemnified Party unless (ai) the employment of such counsel shall have been specifically authorized by the Indemnifying Party has agreed to pay such fees and expenses or (bii) the named parties to any such action or proceeding the Third Party Claim (including any impleaded parties) include such both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party shall have been advised by may present such counsel that there is or would be with a conflict of interest between interest. (c) If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third 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 fully indemnified hereunder. (d) If the Indemnifying Party does not assume the defense of any Third Party Claim, the Indemnifying Party shall, at the Indemnifying Party’s expense, be entitled to participate with the Indemnified Party in the defense the Third Party Claim, and the Indemnified Party shall use commercially reasonable efforts make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of any Third Party Claim, the Indemnified Party shall not, without the prior written consent of the Indemnifying Party (such consent 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 such Third Party Claim. (e) 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 VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. (f) An indemnifying Party shall have a period of 45 Business Days from the date such Indemnifying Party received written notice of a Direct Claim to dispute the Direct Claim or seek to remedy the basis for the Direct Claim. If a Direct Claim is subject to indemnification pursuant to the terms of this Agreement and the Indemnifying Party in is unable to remedy the conduct of Direct Claim to the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense reasonable satisfaction of the Indemnifying Party, the indemnification required hereunder, subject to the express limitations of this Article VI, shall be made by release of funds from the Indemnity Escrow Fund (to the extent of any amounts then held in the Indemnity Escrow Fund, if applicable, that are available for satisfaction of such Direct Claim) or the Indemnifying Party shall (to the extent of any amounts not assume then held in the defense Indemnity Escrow Fund, if applicable, that are available for satisfaction of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent Direct Claim) of the Indemnified Party (amount of actual Losses in connection therewith, within five Business Days of the date when the remedy period set forth in this Section 6.3(f) has expired or, if later, the date on which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationdisputed Direct Claim is finally resolved.

Procedures. Each Any Indemnified Party shall give notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and notify the Indemnifying Party (with reasonable detail) promptly after it becomes aware of facts supporting a claim or action for which indemnification is provided under this Article VIII, and shall provide to the Indemnifying Party as soon as practicable thereafter all reasonably available information and documentation necessary to support and verify any Losses associated with such claim or action. The failure to so notify or provide information to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to give such notice, in which case the Indemnifying Party shall be relieved from its obligations hereunder to the extent of such material prejudice. The Indemnifying Party shall participate in and defend, contest or otherwise protect the Indemnified Party against any such claim or action by counsel of the Indemnifying Party’s choice at its sole cost and expense; provided, however, that the Indemnifying Party shall not make any settlement or compromise without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, there is no admission or statement of fault or culpability on the part of the Indemnified Party and there is an unconditional release of the Indemnified Party from all liability on any claims that are the subject of such claim or action. The Indemnified Party shall use commercially reasonable efforts upon the reasonable request of the Indemnifying Party to cooperate with and assist the Indemnifying Party in defending, contesting, or otherwise protecting the Indemnified Party against any suit, action, investigation, claim, or proceeding in connection with which a claim for indemnification is made. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense, or if it so elects, assume the defense thereof by counsel of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices ’s choice; provided, however, that the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless for the Indemnified Party if (a) the Indemnifying Party has agreed to pay such fees and expenses expenses, or (b) counsel for the named parties to any such action or proceeding (including any impleaded parties) include such Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Indemnified Party shall be entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and amounts paid as the Indemnifying Party in the conduct of the defense result of such action (in which casesuit, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyaction, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Partyinvestigation, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationproceeding.

Procedures. Each Indemnified (a) Promptly after any Person entitled to indemnity hereunder receives notice or otherwise becomes aware of any Third Party shall claim reasonably expected to be formally made against a Party or the commencement of any Third Party action or proceeding, in each case which may give notice rise to each indemnification hereunder (a “Claim”), such Person (the “Aggrieved Party”) shall, if an indemnity claim with respect thereto is to be made against any Party obligated to provide indemnification pursuant to this Article 6 (the “Indemnifying Party”), give such Indemnifying Party promptly after written notice of such Indemnified Party has actual knowledge claim or the commencement of such action or proceeding or any claim as of the foregoing; provided, however, that failure to which indemnity may be sought, and give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party may participate at its own expense in the defense, or if it so elects, elect to assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, actionClaim, or proceedingany litigation resulting from such Claim. If Upon such assumption, the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Aggrieved Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and reasonably cooperate fully with the Indemnifying Party in the conduct of such defense. Such duty on the part of the Aggrieved Party to cooperate in such defense shall include (i) providing reasonable assistance in compiling and verifying responses to discovery requests, (ii) providing reasonable access to its employees for purposes of such action consulting, , providing deposition and trial testimony and expert opinions and (in which case, if such Indemnified Party notifies iii) making reasonably available to the Indemnifying Party in writing that it elects all books, records and other information as may have relevance to employ separate counsel the defense. The Aggrieved Party may participate, at the its expense of the Indemnifying Party, the Indemnifying Party shall (not assume the defense of such action or proceeding on such Indemnified Party's behalfsubject to indemnification hereunder). No Indemnifying Party, in the defense of any such claim or litigationClaim; provided, shallhowever, except with that the consent Indemnifying Party shall direct and control the defense of such Claim. The Indemnifying Party shall not, in the Indemnified Party (which consent will not be unreasonably withheld)defense of such Claim, consent to entry of any judgment, judgment or enter into any settlement, except with the written consent of the Aggrieved Party which, in either case, may not be unreasonably withheld, delayed or conditioned. In addition, all awards and costs payable by a Third Party to the Aggrieved Party or the Indemnifying Party shall belong to the Indemnifying Party. The Indemnifying Party shall not be entitled to control, and the Aggrieved Party shall be entitled to have sole control over, the defense or settlement of any claim to the extent that does such claim seeks any injunction relief against the Aggrieved Party. (b) If the Indemnifying Party shall fail to assume the defense of a Claim, the Aggrieved Party may defend against such Claim in such reasonable manner as it may deem appropriate and the Aggrieved Party may settle such Claim (but only with the consent of the Indemnifying Party, which consent shall not include be unreasonably withheld, delayed or conditioned) on such terms as an unconditional term thereof it may deem appropriate with reasonable advance notice to the giving Indemnifying Party, and, if the refusal to defend is in breach of the obligations hereunder, the Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of any indemnifiable Losses incurred by the claimant Aggrieved Party in connection with the defense against or plaintiff settlement of such Claim. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to such Indemnified Party Rule 406 of a release from all liability in respect to such claim or litigationthe Securities Act of 1933, as amended.

Procedures. Each (a) The party seeking indemnification under this Article 10 (the “Indemnified Party shall Party”) agrees to give prompt notice in writing to each the party against whom indemnity is to be sought (the “Indemnifying Party promptly after such Indemnified Party has actual knowledge Party”) of the assertion of any claim as to or the commencement of any suit, action or proceeding by any third party (a “Third-Party Claim”) in respect of which indemnity may be sought, sought under such section. Such notice shall set forth in reasonable detail the facts and circumstances of such Third-Party Claim and the Indemnifying Party may participate at its own expense basis for indemnification in respect thereof (taking into account the defense, or if it so elects, assume information then available to the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expensesIndemnified Party). The failure of any the Indemnified Party to give notice as provided in this Section 6.3 so notify the Indemnifying Party shall not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Partyhereunder, except to the extent such failure has prejudiced the Indemnifying Party. (b) The Indemnifying Party shall, subject to the limitations set forth in this Section 10.03, have the right, upon written notice to the Indemnified Party's failure , to so notify actually prejudices assume the defense of any Third-Party Claim at the expense of the Indemnifying Party's ability to defend against such claim, action, or proceedingwith counsel selected by the Indemnifying Party. If the Indemnifying Party elects does not so elect to assume the defense in any action or proceedingof such Third-Party Claim, an the Indemnified Party shall have the sole right to assume the defense of 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 such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnified Party and shall not constitute indemnifiable Damages hereunder unless (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, or (ii) in the reasonable judgment of the Indemnified Party’s counsel, the representation of both the Indemnifying Party and such Indemnified Party by the same counsel would present such counsel with a conflict of interest under applicable standards of professional conduct. (c) If the Indemnifying Party assumes the control of the defense of any Third-Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall not assume obtain the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of the Indemnified Party (which consent will shall not be unreasonably withheld), consent to entry of any judgment, delayed or enter conditioned) before entering into any settlement of such Third-Party Claim, if the settlement (A) does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim, (B) imposes injunctive, equitable relief or any obligation on the Indemnified Party or any of its Affiliates other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder, (C) involves a finding or admission of wrongdoing or violation of Applicable Law by the Indemnified Party, (D) encumbers the assets of the Indemnified Party or imposes any restriction or condition that would apply to or adversely affect the Indemnified Party or (E) reasonably could be expected to have a material adverse effect on the Taxes of Parent, the Surviving Corporation or their respective Affiliates for a taxable period or portion thereof beginning after the Closing Date. The Indemnified Party shall not settle any Third-Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). (d) Each party shall cooperate, and cause its 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) In the event an Indemnified Party has a claim for indemnity under this Article 10 against the Indemnifying Party that does not include as an unconditional term thereof involve a Third-Party Claim (a “Direct Claim”), the giving by the claimant or plaintiff to such Indemnified Party agrees to give prompt notice thereof in writing to the Indemnifying Party. Such notice shall set forth in reasonable detail the facts and circumstances of a release from all liability such Direct Claim and the basis for indemnification in respect thereof (taking into account the information then available to the Indemnified Party). The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such claim or litigationfailure shall have prejudiced the Indemnifying Party. (f) To the extent anything in this Section 10.03 is inconsistent with Section 8.01(e), the provisions of Section 8.01(e) shall govern with respect to any Tax Contest.

Procedures. Each i) If the Seller Parties shall seek indemnification pursuant to Section 19(b), or if the Buyer Parties shall seek indemnification pursuant to Section 19(a), the Indemnified Party shall give written notice to each the Indemnifying Party promptly (and in any event within thirty (30) days) after the Indemnified Party (or, if the Indemnified Party is a corporation, any officer or employee of the Indemnified Party) becomes aware of the facts giving rise to such claim for indemnification (an “Indemnified Claim”) specifying in reasonable detail the factual basis of the Indemnified Claim, stating the amount of the Losses, if known, the method of computation thereof, containing a reference to the provision of the Agreement in respect of which such Indemnified Claim arises and demanding indemnification therefor. Notwithstanding any other provision to the contrary, the Indemnifying Party shall not be required to indemnify, defend or hold harmless any Indemnified Party against or reimburse any Indemnified Party for any Losses unless the Indemnified Party has notified the Indemnifying Party in writing in accordance with this Section 19(e) of a pending or threatened claim with respect to such matters within thirty (30) days of the Indemnifying Party becoming aware of such pending or threatened claim and within the applicable survival period set forth in Section 10. If the Indemnified Claim arises from the assertion of any claim, or the commencement of any suit, action, proceeding or Remedial Action brought by a Person that is not a party hereto (a “Third Party Claim”), any such notice to the Indemnifying Party shall be accompanied by a copy of any papers theretofore served on or delivered to the Indemnified Parry in connection with such Third Party Claim. With respect to any Third Party Claim asserted or brought prior to the Closing Date, notice of such Third Party Claim shall be deemed to have been delivered on the Closing Date. ii) Upon receipt of notice of a Third Party Claim from an Indemnified Party pursuant to this Section 19(e) the Indemnifying Party will be entitled to assume the defense and control of such Third Party Claim subject to the provisions of this Section 19(e) provided that in the case of matters involving actions or claims that, if not fast paid, discharged or otherwise complied with would result in a material interruption or cessation of the conduct of the Business, the Indemnifying Party shall act promptly to avoid, to the extent practicable, any such effects on the Business. After written notice by the Indemnifying Party to the Indemnified Party of its election to assume the defense and control of a Third Party Claim, the Indemnifying Party shall not be liable to such Indemnified Party has actual knowledge of for any claim as legal fees or expenses subsequently incurred by such Indemnified Party in connection therewith. Notwithstanding anything in this Section 19(e) to which indemnity may be soughtthe contrary, and if the Indemnifying Party may participate at its own expense in the defense, or if it so elects, does not assume the defense and control of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified a Third Party to give notice Claim as provided in this Section 6.3 shall not relieve 19(e), the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel defend such Third Party Claim, subject to the limitations set forth in this Section 19(e), in such action manner as it may deem appropriate. Whether the Indemnifying Parry or proceeding the Indemnified Party is defending and controlling any such Third Party Claim, it shall select counsel, contractors, experts and consultants of reasonable recognized standing and competence, shall take all steps necessary in the investigation, defense or settlement thereof, and shall at all times diligently and promptly pursue the resolution thereof. The party conducting the defense thereof shall at all times act as if all Losses relating to the Third Party Claim were for its own account and shall act in good faith and with reasonable prudence to minimize Losses therefrom. The Indemnified Party shall, and shall cause each of its Affiliates, directors, officers, employees, and agents to, cooperate fully with the Indemnifying Party in connection with any Third Party Claim. iii) Subject to the provisions of Sections 19(e)(ii) and 19(e)(iv) the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claims, and the Indemnified Party shall consent to a settlement of, or the entry of any judgment arising from, such Third Party Claims; provided, that the Indemnifying Party shall (a) pay or cause to be paid all amounts arising out of such settlement judgment concurrently with the effectiveness thereof; (b) shall not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to such Indemnified Party or to the conduct of that party’s business; and (c) shall obtain, as a condition of any settlement or other resolution, a complete release of each Indemnified Party against any and all damages resulting from, arising out of or incurred with respect to such settlement or other resolution. Except for the foregoing, no settlement or entry of judgment in respect of any Third Party Claim shall be consented to by any Indemnifying Party or Indemnified Party without the express written consent of the other party. iv) In the case of the indemnification contemplated by Section 19(e)(ii), in the event that the Indemnifying Party desires to settle the matters referenced therein or consent to the entry of any judgment arising thereunder and the Indemnified Party does not wish to consent to such settlement or entry of judgment, the Indemnified Party shall have no obligation to consent to the settlement or entry of judgment provided that it agrees in writing to pay and be responsible for 100% of any Losses; provided that the Indemnified Party shall not be required to consent to any settlement or agree to be responsible for the payment of Losses thereafter incurred with respect to any matter the settlement or entry of judgment of which would require the consent of such Indemnified Party pursuant to Section 19(e)(iii). Notwithstanding the foregoing, an Indemnifying Party may, at its option and expense, participate in the defense thereof, but such of any Indemnified Claim. v) If the Indemnifying Party and the Indemnified Party shall pay the fees and expenses of such separate counsel unless (aare unable to agree with respect to a procedural matter arising under this Section 19(e) the Indemnifying Party has agreed and the Indemnified Party shall, within ten (10) days after notice of disagreement given by either party, agree upon a third-party referee (“Referee”), who shall be an attorney and who shall have the authority to pay review and resolve the disputed matter. The parties shall present their differences in writing (each party simultaneously providing to the other a copy of all documents submitted) to the Referee and shall cause the Referee promptly to review any facts, law or arguments either the Indemnifying Party or the Indemnified Party may present. The Referee shall be retained to resolve specific differences between the parties within the range of such fees differences. Either party may request that all discussions with the Referee by either party be in each other’s presence. The decision of the Referee shall be final and expenses or (b) binding unless both the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Indemnifying Party and the Indemnifying Party, and such Indemnified Party agree. The parties shall have been advised by counsel that there is or would be a conflict share equally all costs and fees of interest between such Indemnified Party and the Referee. vi) If an Indemnifying Party in the conduct of the defense of such action (in which case, if such makes any payment on an Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying PartyClaim, the Indemnifying Party shall not assume be subrogated, to the defense extent of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Partypayment, in the defense of any such claim or litigation, shall, except with the consent to all rights and remedies of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry any insurance benefits or other claims of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in with respect to such claim or litigationclaim.

Procedures. Each The party seeking indemnification under this Section 6 (an “Indemnified Party”) shall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any matter for which such Indemnified Party is seeking indemnification, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Section 6 with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Section 6 collectively, (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive initial notice of any Third Party Claim, the Indemnified Party shall give notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnifying Party may participate at its own expense notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the defense, or if it so elects, assume receipt by the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party of such notice; provided, however, that the failure to give provide such timely notice as provided in this Section 6.3 shall not relieve release the Indemnifying Party from any of its obligations to indemnify such Indemnified Party, under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party's failure ; provided, however, that if there exists or is reasonably likely to so notify actually prejudices exist a conflict of interest that would make it inappropriate in the Indemnifying Party's ability to defend against such claim, action, or proceeding. If judgment of the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have (upon advice of counsel) for the right same counsel to employ separate counsel in such action or proceeding and to participate in represent both the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such then the Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which caseentitled to retain its own counsel, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall not assume cooperate with the Indemnified Party in such defense of such action or proceeding on such and make available to the Indemnified Party's behalf). No , at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the defense of any such claim Indemnifying Party’s possession or litigationunder the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, shall, except with without the written consent of the Indemnified Party, (i) settle or compromise any Third Party (which consent will not be unreasonably withheld), Claim or consent to the entry of any judgment, or enter into any settlement that judgment which does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Indemnified Party of a written release from all liability in respect to of such claim Third Party Claim or litigation(ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 6(b) shall be settled by the Indemnified Party without the written consent of the Indemnifying Party.

Procedures. Each Promptly after receipt by an Indemnified Party shall give under Section 8.1 of written notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to damage, loss or expense in respect of which indemnity may be soughtsought hereunder by it, and such Indemnified Party will, if a claim is to be made against the Indemnifying Party Transferor, notify the Transferor thereof in writing; but the omission so to notify the Transferor will not relieve the Transferor from any liability (otherwise than under this Section 8.1) which it may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of have to any Indemnified Party to give notice except as may be required or provided in otherwise than under this Section 6.3 8.1. Thereafter, the Indemnified Party and the Transferor shall not relieve consult, to the Indemnifying Party from extent appropriate, with a view to minimizing the cost to the Transferor of its obligations hereunder. In case any Indemnified Party receives written notice of any damage, loss or expense in respect of which indemnity may be sought hereunder by it and it notifies the Transferor thereof, the Transferor will be entitled to indemnify participate therein, and to the extent that it may elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense in thereof, with counsel reasonably satisfactory at all times to such Indemnified Party; provided, however, that if the parties against which any action damage, loss or proceeding, an expense arises include both the Indemnified Party and the Transferor and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or other Indemnified Parties which are different from or additional to those available to the Transferor and may conflict therewith, the Indemnified Party or Parties shall have the right to employ select one separate counsel in for such action Indemnified Party or proceeding Parties to assume such legal defenses and otherwise to participate in the defense thereofof such damage, but loss or expenses on behalf of such Indemnified Party shall pay or Parties. Upon receipt of notice from the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed Transferor to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party of its election to assume the defense of such damage, loss or expense and approval by the Indemnifying PartyIndemnified Party of counsel, and the Transferor shall not be liable to such Indemnified Party under this Section 8.1 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof unless (i) the Indemnified Party shall have been advised by employed such counsel that there is or would be a conflict in connection with assumption of interest between such legal defenses in accordance with the proviso to the next preceding sentence, (ii) the Transferor shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party and to represent the Indemnifying Indemnified Party in the conduct within a reasonable time after notice of commencement of the defense action or (iii) the Transferor shall have authorized the employment of such action (in which case, if such counsel for the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationTransferor.

Procedures. Each Indemnified Party 14.1.4.1 In the event that any party hereto reasonably believes that such person has a Claim for damages hereunder for which it will seek indemnity pursuant to this Section 14, such party (the “indemnified party”) shall give written notice thereof (a “Claim Notice”) to each Indemnifying Party promptly the indemnifying party (the “indemnifying party”) within five (5) Business Days after obtaining knowledge thereof, stating the nature and basis of such Indemnified Party has actual knowledge Claim for indemnification and the amount thereof, in reasonable detail. Failure to provide such Claim Notice within such five (5) Business Day period shall not act as a waiver of the indemnified party’s rights with respect to such Claim for indemnification unless, and only to the extent that, such failure materially adversely affects the indemnifying party’s ability to defend against, reduce or eliminate damages arising out of such Claim. 14.1.4.2 In the event of any claim as to which indemnity may be soughtclaim, and the Indemnifying Party may participate at its own expense in the defenselitigation, or if it so elects, assume the defense of any such claim and any action investigation or proceeding resulting therefromby or with any third party, including the employment indemnified party shall keep the indemnifying party informed and, unless the indemnifying party exercises the right of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided control set forth in this Section 6.3 14.1.4.2, shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability use all reasonable efforts to defend against such claim, actionlitigation, investigation or proceedingproceeding with its own legal counsel and present any defense reasonably suggested by the indemnifying party or its counsel. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party The indemnifying party shall have the right to employ separate counsel participate in such third party claim or litigation by counsel and accountants, at its own expense, and, upon notice to the indemnified party (which must be given by the indemnifying party within thirty (30) days after its receipt of notice from the indemnified party pursuant to Section 14.1.4.1 hereof), to assume and control, at its own expense, the defense or prosecution thereof, as the case may be, with counsel approved by the indemnified party (which approval shall not be unreasonably withheld or delayed), unless (A) the assumption or control of such defense or prosecution by the indemnified party has been authorized in writing by the indemnifying party, (B) the indemnified party has 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 which case the indemnifying party will not have the right to direct, assume or control the defense or prosecution of such action on behalf of the indemnified party) or (C) the indemnifying party has not in fact employed counsel to assume the defense or prosecution of such action promptly after receiving notice of the commencement thereof, in each of which cases the reasonable fees and expenses of counsel will be paid by the indemnifying party, and the indemnified party shall assume and control the defense or prosecution of such action, and the indemnifying party shall reimburse or pay such fees and expenses as they are incurred. If the indemnifying party assumes such defense or prosecution in accordance with this Section 14.1.4.2, it shall have no liability for any legal or other expenses subsequently incurred by the indemnified party in connection with such claim, litigation, investigation or proceeding (other than the reasonable out-of-pocket costs and attorneys’ fees of investigation and cooperation with the indemnifying party that may be requested by the indemnifying party in such defense or prosecution and as contemplated in Section 14.1.4.3 hereof) but the indemnifying party shall thereafter indemnify and hold the indemnified party and its affiliates harmless from and against all damages with respect to participate such claim, litigation, investigation or proceeding in accordance with the terms of this Agreement. 14.1.4.3 The indemnified party shall have the right to participate, and cooperate, in the defense thereof, but such Indemnified Party of a Claim for which the indemnifying party has assumed control pursuant to Section 14.1.4.2 hereof and may retain separate co-counsel at its sole cost and expense (except that the indemnifying party shall pay be responsible for the fees and expenses of such the separate co-counsel unless (a) to the Indemnifying Party extent the indemnified party concludes reasonably that the counsel the indemnifying party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be selected has a conflict of interest between such Indemnified Party and interest). 14.1.4.4 The indemnified party shall not make, or offer to make, any settlement of any claim, litigation, investigation or proceeding which might give rise to a right of indemnification from the Indemnifying Party in indemnifying party without the conduct of the defense consent of such action (in indemnifying party, which case, consent shall not be unreasonably withheld or delayed; provided that the indemnified party may do so without such consent if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at waive its right of indemnification with respect to the expense amount of such settlement in connection with such claim, litigation, investigation or proceeding or the Indemnifying Partyindemnifying party refuses to acknowledge liability for indemnification under this Agreement and/or fails to or declines to defend the indemnified party in such claim, the Indemnifying Party litigation or proceeding. The indemnifying party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any judgmentjudgment with respect to the matter, or enter into any settlement that settlement, which does not include as an unconditional term thereof a provision whereby the giving by plaintiff or claimant in the claimant or plaintiff to such Indemnified Party of a release matter releases the indemnified party from all liability in with respect to such claim thereto, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or litigationdelayed.

Procedures. Each (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party must notify the indemnifying party (the “Indemnifying Party”) in writing (and in reasonable detail) of the Third-Party Claim within fifteen (15) Business Days after receipt by such Indemnified Party of notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall give notice deliver to each the Indemnifying Party promptly Party, within five (5) Business Days after such the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party has actual knowledge of any claim as relating to which indemnity may be soughtthe Third-Party Claim. (b) If a Third-Party Claim is made against an Indemnified Party, and the Indemnifying Party may 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 Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless (i) a conflict of interest arises between the Indemnifying Party and the Indemnified Party such that legal counsel cannot represent both the Indemnifying Party and the Indemnified Party or (ii) the Indemnified Party is advised in writing by counsel that one or more legal defenses is available to it that are different from those of the Indemnifying Party. 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 (except under the conditions described in the prior sentence), 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 if it so electsprosecution 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, assume 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 claim and any action or proceeding resulting therefrom, including Third-Party Claim without the employment of counsel and the payment of all expensesIndemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). The failure Indemnifying Party may not settle, compromise or discharge any Third-Party Claim without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld), unless such settlement, compromise or discharge shall obligate the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, releases the Indemnified Party completely in connection with such Third-Party Claim and does not materially adversely affect the Indemnified Party. (c) In the event any Indemnified Party should have a claim against any Indemnifying Party under Section 10.2 or Section 10.3 that does not involve a Third-Party Claim being asserted against or sought to give be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party and in any event prior to the expiration of the underlying representations and warranties, if applicable. Except as provided in this Section 6.3 10.5, the failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations any Liability that it may have to indemnify such Indemnified PartyParty under Section 10.2 or Section 10.3, except to the extent the Indemnified Party's failure to so notify actually prejudices that the Indemnifying Party's ability to defend against Party shall have been actually prejudiced as a result of such claim, action, or proceedingfailure. If the Indemnifying Party elects disputes its Liability with respect to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyclaim, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with Section 11.10. (which consent will not be unreasonably withheldd) To the extent of any conflict between this Section 10.6 and Section 8.6(e), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationSection 8.6(e) shall control.

Procedures. Each (a) The Party seeking indemnification under Section 7.2 (the “Indemnified Party shall Party”) agrees to give prompt notice to each the Party against whom indemnity is sought (the “Indemnifying Party promptly after such Indemnified Party has actual knowledge Party”) of the assertion of any claim as to claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought, sought under such Section and will promptly provide the Indemnifying Party such information and access to personnel with respect thereto that the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expensesreasonably request. The failure of any Indemnified to so notify the Indemnifying Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Partyhereunder, except to the extent the Indemnified Party's such failure to so notify actually prejudices shall have adversely prejudiced the Indemnifying Party's ability to defend against such claim, action, or proceeding. If . (b) The Indemnified Party shall obtain the prior written consent of the Indemnifying Party elects to assume the defense in (which shall not be unreasonably withheld, conditioned or delayed) before entering into any action or proceeding, an Indemnified settlement of any Claim asserted by any third party (“Third Party Claim”). (c) Each Party shall have the right cooperate, and cause their respective Affiliates to employ separate counsel in such action or proceeding and to participate cooperate, in the defense thereofor prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, but 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 shall pay the fees and expenses of seeks indemnification under this Agreement. If such separate counsel unless (a) Indemnified Party mitigates its loss after the Indemnifying Party has agreed paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must promptly notify the Indemnifying Party and promptly pay to pay such fees and expenses or the Indemnifying Party the extent of the value of the benefit (b) or, if less, the named parties to amount of any such action or proceeding (including any impleaded parties) include such Indemnified Party and loss previously paid by the Indemnifying Party, and such ) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation). (e) Each Indemnified Party shall have been advised by counsel that there is use reasonable efforts to collect any amounts available under insurance coverage or would through indemnification, contribution or other reimbursement arrangements from any other Person alleged to be a conflict of interest between such Indemnified Party responsible, for any Damages payable under Section 7.2, and the Indemnifying Party in the conduct of the defense of amounts received from such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party sources shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of offset any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.Damages otherwise payable under Section 7.2

Procedures. Each Indemnified Party For a one-year period beginning on the Opt-In Date, the Team Leader of [ * ] shall give notice serve as the chairperson of the JDT. For each subsequent one-year period, the Team Leaders shall alternate as the chairperson of the JDT. The Parties shall meet not less than [ * ] on such dates and at such times as agreed to each Indemnifying Party promptly after such Indemnified Party has actual knowledge by the members of any claim as to which indemnity may the JDT. The agenda for all JDT meetings must be sought, established by mutual consent and the Indemnifying Party may participate at its own expense in the defensethen [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, or if it so electsMARKED BY BRACKETS, assume the defense HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. current chair shall send notice of any such claim and any action or proceeding resulting therefrommeetings, including the employment agenda therefore, to all JDT members; provided, however, that either Party may request that specific items be included in the agenda and may request that additional meetings be scheduled as needed. Meetings may be held telephonically or by video conference, [ * ]. [ * ] will [ * ] associated with holding and attending JDT meetings. A quorum of counsel and at least half the payment of all expensesJDT members appointed by each Party shall be present at or shall otherwise participate in each JDT meeting. The failure Party hosting the meeting (or arranging the conference or video call) shall appoint one (1) person (who need not be a member of any Indemnified Party the JDT) to give notice as provided record the minutes of the meeting in this Section 6.3 writing. Such minutes shall not relieve be circulated to the Indemnifying Party from its obligations to indemnify such Indemnified Parties promptly following the meeting for review, comment and approval. If no comments are received within [ * ] of the receipt of the minutes by a Party, except unless otherwise agreed, they shall be deemed to the extent the Indemnified be approved by such Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects Parties are unable to assume reach agreement on the defense minutes within [ * ] of the applicable meeting, the sections of the minutes which have been agreed between the Parties by that date shall be deemed approved and, in any action or proceedingaddition, an Indemnified each Party shall have the right to employ separate counsel in such action or proceeding and to participate record in the defense thereof, but such Indemnified Party shall pay the fees and expenses same document its own version of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct those sections of the defense of such action (in minutes on which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects Parties were not able to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationagree.

Procedures. Each (a Any Person seeking indemnification under Section 6.2 (the "Indemnified Party") agrees to give prompt written notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 7.9. (b If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall give notice to promptly notify each Indemnifying Party promptly after thereof in writing (including copies of all papers served with respect to such Indemnified Third Party has actual knowledge Claim), which notice shall describe in reasonable detail the nature of any claim as the Third Party Claim, an estimate of the amount of damages attributable to which indemnity may be sought, the Third Party Claim to the extent feasible and the Indemnifying Party may participate at its own expense in basis of the defense, or if it so elects, assume the defense of Indemnified Party's request for indemnification under this Agreement; provided that any failure to timely give such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from of any of its obligations to indemnify such Indemnified Party, under this Section 6 except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c Any 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's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel 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 or entity asserting the Third Party Claim or any cross-complaint against any person or entity, 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 not assume be the defense sole judge of such action the acceptability of any compromise or settlement of any claim, litigation or proceeding on such in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party's behalf). No Indemnifying Party, in the defense Party reasonable prior written notice of any such claim proposed settlement or litigation, shall, except with the consent of the Indemnified Party (which consent compromise and will not be unreasonably withheld), consent to the entry of any judgment, judgment or enter into any settlement that does with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not include as an unconditional term thereof be unreasonably withheld. The Indemnifying Party (if the giving by the claimant or plaintiff to such Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of a release from all liability in pocket costs incurred with respect to such claim or litigationcooperation.

Procedures. Each Promptly after receipt by an Indemnified Party shall give notice to each Indemnifying Party promptly after of knowledge that a Claim exists (a “Claim Proceeding”), such Indemnified Party will, if a claim is to be made hereunder against the Indemnifying Party in respect thereof, promptly (and in any event within ten Business Days) notify the Indemnifying Party in writing of the commencement thereof; provided that (i) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have hereunder except to the extent it has actual knowledge been materially prejudiced by such failure and (ii) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have to an Indemnified Party otherwise than on account of this Section 5.04. In case any claim as such Claim Proceedings are brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to which indemnity participate therein, and, to the extent that it may be soughtelect by written notice delivered to such Indemnified Party, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party; provided that if the defendants in any such Claim Proceedings include both such Indemnified Party and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any and such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party shall have reasonably concluded that there may be legal defenses available to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party it that are different from its obligations or additional to indemnify such Indemnified Party, except those available to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against , such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ select separate counsel in to assert such action or proceeding legal defenses and to otherwise participate in the defense thereof, but of such Claim Proceedings on behalf of such Indemnified Party. Upon receipt of notice from the Indemnifying Party to such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed its election so to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of assume the defense of such action (in which case, if Claim Proceedings and approval by such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partycounsel, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff liable to such Indemnified Party for expenses incurred by such Indemnified Party in connection with the defense thereof (other than reasonable costs of a release from all liability investigation) unless (x) such Indemnified Party shall have employed separate counsel in respect connection with the assertion of legal defenses in accordance with the preceding sentence, (y) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such claim Indemnified Party to represent such Indemnified Party within a reasonable time after notice of commencement of the Claim Proceedings or litigation(z) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Party.

Procedures. Each party entitled to indemnification under this Agreement (each, an "Indemnified Party Party") shall give written notice to each the party required to provide indemnification (the "Indemnifying Party Party") promptly after such Indemnified Party has actual knowledge of any claim Claim as to which indemnity may be sought, and shall permit the Indemnifying Party may participate at its own expense in the defense, or if it so elects, to assume the defense of any such claim and any action or proceeding resulting therefromClaim; provided that counsel for the Indemnifying Party, including who shall conduct the employment defense of counsel such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the payment 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 expenses. The 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 in this Section 6.3 herein shall not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If under this Agreement unless the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf)materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such claim or litigation, Claim shall, except with the consent of the each Indemnified Party (which consent will shall not be unreasonably withheldwithheld or delayed), consent to entry of any judgment, judgment or enter into any settlement that or compromise which does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Indemnifying Party of a release from all liability in respect to such claim Claim. Each Indemnified Party shall furnish such information regarding itself or litigationthe Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Each (a) A Person making a claim for indemnity under Section 8.02 is hereinafter referred to as an "Indemnified Party" and the party against whom such claim is asserted is hereinafter referred to as the "Indemnifying Party." All claims by any Indemnified Party under Section 8.02 hereof shall be asserted and resolved in accordance with the following provisions. (b) In the event, from time to time, any Indemnified Party determines that it has suffered a loss for which indemnification is available pursuant to this Agreement, other than as a result of a third-party claim (any such non-third-party claim, a “Loss”), the following procedure shall be followed: (i) The Indemnified Party shall give written notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party (a “Loss Notice”) to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from specifying in reasonable detail the amount of the claimed Loss (the “Loss Amount”), the basis for such Loss and, in the case of a Loss suffered by the Buyer, whether (at its obligations sole option) the Buyer intends to indemnify such offset the amount of its Loss against payments of cash or stock to become due the Seller pursuant to this Agreement. (ii) Within twenty (20) days after delivery of a Loss Notice, the Indemnifying Party shall provide to the Indemnified Party, a written response (a “Response Notice”) in which the Indemnifying Party (i) agrees that it is responsible to indemnify the Indemnified Party for the Loss Amount and, in the case of a claim for indemnification made by the Buyer for which it has elected to offset against payments of cash or stock, whether the Indemnifying Party agrees that an offset in the full Loss Amount may be made as elected by the Buyer or (ii) rejecting the indemnification claim because it does not constitute a Loss for which the Indemnified Party is entitled to indemnification under this Agreement. If no Response Notice is delivered by the Indemnifying Party within such twenty (20) day period, the Indemnifying Party shall be deemed to have agreed that it is obligated for the entire Loss Amount. (iii) If the Indemnifying Party is the Seller and the Members, if the Indemnifying Parties agree (or are deemed to have agreed pursuant to clause (ii) above) that they are responsible for the Loss Amount, an offset may be made in an amount equal to the Loss Amount. (iv) If the Indemnifying Party in the Response Notice contests its or their obligation to pay the Loss Amount, the parties shall negotiate in good faith to resolve any such dispute. If any such dispute cannot be resolved within thirty (30) days after the receipt by the Indemnified Party of the Response Notice, the Parties shall submit the matter to the American Arbitration Association (“AAA”) for binding arbitration to be conducted in Rochester, NY, in accordance with the AAA commercial arbitration rules in effect at the time such matter is submitted. If any such matter is submitted to the AAA as provided herein, (A) each of the Parties will furnish to AAA such workpapers and other documents and information as AAA may request and will be afforded the opportunity to present to AAA any material relevant to the matter, (B) the determination by AAA, as set forth in a notice delivered to the Parties, will be binding and conclusive on all parties. (v) In connection with any such commercial arbitration, the following rules also shall apply: (A) any party shall have the right to have counsel represent such party at the arbitration hearing and in pre-arbitration proceedings; (B) all parties shall be permitted to conduct discovery in accordance with the Federal Rules of Civil Procedure; (C) the arbitrator(s) shall have the authority to resolve any discovery disputes and to invoke an action to cease further discovery; (D) each party to any arbitration proceeding shall have the right to a written transcript made of the arbitration proceedings; (E) each party shall have the right to file post-arbitration briefs, which shall be considered by the arbitrator(s); and (F) each party shall bear its own costs and expenses and attorney’s fees in connection with such arbitration. (vi) The exercise of any right of offset by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a breach of this Agreement. Neither the exercise of nor the failure to exercise such right of offset or reimbursement will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies available to Buyer except as otherwise expressly set forth in this Agreement. (vii) For purposes of satisfying the indemnification obligations under this Section 8.03(b), the value of each share of Stock shall be equal to the closing price of the Buyer’s Common Stock on the trading day immediately preceding the date upon which such indemnification obligations are satisfied. (c) If any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from such Indemnified Party by a third party (an “Indemnifiable Third Party Claim”), such Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party's claim for indemnification; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced or to the extent that any applicable period set forth in Section 8.01 has expired without such notice being given. After receipt by the Indemnifying Party of such notice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party's failure notice to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume as set forth above if such claim is an Indemnifiable Third Party Claim, and shall take all actions necessary, including the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses posting of such separate counsel unless (a) bond or other security as may be required by any Governmental Authority, so as to enable the Indemnifying Indemnifiable Third Party has agreed Claim to pay such fees and expenses be defended against or (b) resolved without expense or other action by the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense . Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party shall not assume the defense of for any costs and expenses thereby incurred, (i) take such action or proceeding on as the Indemnifying Party may reasonably request in connection with such Indemnified Party's behalf). No action, (ii) allow the Indemnifying Party, Party to dispute such action in the defense of any such claim or litigation, shall, except with the consent name of the Indemnified Party (which consent will not be unreasonably withheld), consent and to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff conduct a defense to such action on behalf of the Indemnified Party, or (iii) render to the Indemnifying Party of a release from all liability such assistance as the Indemnifying Party may reasonably request in respect to connection with such claim or litigationdispute and defense.

Procedures. Each (a) In case any claim is made, or any suit or action is commenced, against a Bank Indemnified Party shall give notice to each Indemnifying Party promptly after such or Company Indemnified Party has actual knowledge Party, the party in respect of any claim as to which indemnity indemnification may be soughtsought under this ARTICLE 16 (including for the benefit of its officers, directors or employees claiming by or through any of them) (the “Indemnified Party”) shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party may shall be entitled to participate at its own expense in the defensedefense thereof and, or if it so electswith prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, assume to assume, at the Indemnifying Party’s expense, the defense of any thereof, with counsel reasonably satisfactory to such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expensesIndemnified Party. The failure of any Indemnified Party to give After notice as provided in this Section 6.3 shall not relieve from the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to Party of its election so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense thereof, the Indemnifying Party will not be liable to such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in any action or proceeding, an connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ separate its own counsel in if the Indemnifying Party elects to assume such action or proceeding and to participate in the defense thereofdefense, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the Indemnified Party’s expense, unless (ai) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has agreed not employed counsel to pay take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such fees and expenses defense, thereafter ceases its defense of such action, or (biii) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel has reasonably concluded that there is may be defenses available to it which are different from or would be a conflict of interest between such Indemnified Party and additional to those available to the Indemnifying Party (in which case the conduct of Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. (in which case, if such c) The Indemnifying Party shall promptly notify the Indemnified Party notifies if the Indemnifying Party desires not to assume, or participate in writing the defense of, any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages, but shall not agree to any other settlement or compromise without the prior consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that it elects any failure of any Indemnified Party to employ separate counsel at consent to any settlement or compromise involving the expense imposition of nonmonetary remedies on the Indemnified Parties shall not be deemed to be unreasonably withheld), and (ii) the Indemnified Party may settle or compromise any such claim, suit or action solely for an amount not exceeding one thousand dollars ($1,000), but shall not settle or compromise any other matter without the prior consent of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will shall not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Procedures. Each (i) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person (other than another party to this Agreement or an Affiliate of such other party) against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall give deliver notice thereof to each the party against whom indemnity is sought (the “Indemnifying Party Party”) promptly after receipt by such Indemnified Party has actual knowledge of written notice of the Third Party Claim, 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 to which indemnity may be sought, and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expensesreasonably request. The failure of any Indemnified Party to give notice as provided in this Section 6.3 provide such notice, however, shall not relieve release the Indemnifying Party from any of its obligations to indemnify such Indemnified Party, under this Article 8 except to the extent that the Indemnifying Party is prejudiced by such failure. (ii) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) 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 selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume assumes the defense in any action or proceedingof such Third Party Claim, an the Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in but not control the defense thereof, but such Indemnified Party shall pay and the fees and expenses of such separate counsel unless (a) shall be at the sole expense of the Indemnified Party. If the Indemnifying Party has agreed assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to pay the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. 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 fees and expenses Third Party Claim without the Indemnifying Party’s prior written consent. (iii) 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 (b) the named parties sought to any such action or proceeding (including any impleaded parties) include be collected from such Indemnified Party, the Indemnified Party and shall deliver notice of such 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 release the Indemnifying Party from any of its obligations under this Article 8 except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party reasonably cooperate and assist the Indemnifying Party in determining the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense validity of any such claim or litigation, shall, except with the consent of for indemnity by the Indemnified Party (which consent will not be unreasonably withheld)and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff records and documents relating to such Indemnified Party matters, furnishing employees to assist in the investigation, defense and resolution of a release from all liability in such matters and providing reasonable legal and business assistance with respect to such claim or litigationmatters.

Procedures. Each (a) A Person seeking indemnification (the “Indemnified Party Party”) under Section 7.1 shall give prompt written notice to each the other Person or Persons against which indemnification may be sought hereunder (such Person or Persons being referred to herein as the “Indemnifying Party promptly after such Indemnified Party has actual knowledge Party”) of the assertion of any claim as to in respect of which indemnity may be sought, sought hereunder. Such notice shall include a description of the claim and the Indemnifying Party may participate nature and amount of the applicable Loss, to the extent known at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expensestime. The failure of any an Indemnified Party to give notice as provided in this Section 6.3 shall notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except of any liability that the Indemnifying Party may have to the extent Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party's ’s failure to so notify actually prejudices the Indemnifying Party's ability to defend against give such claim, action, or proceedingnotice. If The Indemnified Party shall provide the Indemnifying Party elects to assume the defense with copies of all papers and official documents received in connection with any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in Claims for which indemnity is sought hereunder and such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) other information with respect thereto as the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such may reasonably request. The Indemnified Party and the Indemnifying Party shall keep each other informed of any facts or circumstances that may be of material relevance in connection with the conduct of Loss for which indemnification is sought. (b) The Indemnifying Party may assume, at the Indemnifying Party’s sole cost and expense, the defense of such action (in any Claim for which case, if such indemnity is sought hereunder by giving written notice thereof to the Indemnified Party notifies within thirty (30) calendar days after the Indemnifying Party’s receipt of a notice provided pursuant to Section 7.2(a). Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in writing that it elects to employ separate counsel at the expense defense of the Claim any legal counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party in connection with the Claim. Should the Indemnifying Party assume the defense of a Claim, except as provided in Section 7.2(c), the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the analysis, defense or settlement of the Claim other than reasonable costs of investigation. (c) Without limiting Section 7.2(b), the Indemnified Party shall be entitled to participate in, but not control, the defense of the related Claim and to employ counsel of its choice for such purpose. However, such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (ii) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 7.2(b) (in which case the Indemnified Party shall control the defense) or (iii) the interests of the Indemnified Party and the Indemnifying Party with respect to such action Claim are sufficiently adverse to prohibit the representation by the same counsel of both the Indemnified Party and the Indemnifying Party under Applicable Laws, ethical rules or proceeding equitable principles. (d) With respect to any Claim, the Indemnifying Party shall have the sole right to consent to the entry of any judgment or enter into any settlement with respect to such Claim, on such Indemnified Party's behalf). No terms as the Indemnifying Party, in its sole discretion, deems appropriate, so long as such judgment or settlement (i) does not involve any relief other than the payment of monetary damages, which shall be paid in full by the Indemnifying Party, (ii) does not involve any finding or admission of any violation of Applicable Law by the Indemnified Party or any violation of the rights of any Person by the Indemnified Party and (iii) includes, as an unconditional term thereof, the giving by the Indemnifying Party or any other Person, as applicable, of a full and unconditional release of the Indemnified Party from all liability with respect to the matters that are subject to such Claim. Except as set forth in this Section 7.2(d), the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to any Claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld. (e) Regardless of whether the Indemnifying Party chooses to defend any Claim in respect of which indemnity is sought hereunder, the Indemnified Party shall, and shall cause each of its indemnitees to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses 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 the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim and making the Indemnified Party and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. (f) If the Indemnifying Party denies or fails to timely admit any of its obligations under this Article VII regarding a Claim or fails to assume and diligently conduct the defense of any such Claim or indemnify and hold harmless the Indemnified Party with respect to any Losses arising out of such Claim throughout the period that such claim or litigationexists, shallthen the Indemnifying Party’s right to defend that Claim shall terminate and the Indemnified Party may assume the defense of, except and settle, such Claim with counsel of its own choice and on such terms as the Indemnified Party deems appropriate, without any obligation to obtain the consent of the Indemnifying Party. Additionally, the Indemnifying Party will be obligated to indemnify and hold harmless the Indemnified Party (which consent will not be unreasonably withheld), consent for such defense and settlement if the Indemnifying Party is determined to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in have breached its obligations under this Article VII with respect to such claim or litigationClaim and the Claim is subject to the indemnification provisions of this Article VII.

Procedures. Each party entitled to indemnification under this Section 5 (the “Indemnified Party Party”) shall give notice to each the party required to provide indemnification (the “Indemnifying Party Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, sought and shall permit the Indemnifying Party may participate at its own expense in the defense, or if it so elects, to assume the defense of any such claim and or any action litigation resulting therefrom provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or proceeding any litigation resulting therefrom, including shall be approved by the employment of counsel Indemnified Party (whose approval shall not unreasonably be withheld), and the payment of all expenses. The Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided in this Section 6.3 herein shall not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Partyunder this Agreement, except to the extent that the Indemnified Party is prejudiced thereby. Each Indemnified Party's failure to so notify actually prejudices , at the Indemnifying Party's ability to defend against ’s cost, shall furnish such claim, action, information regarding itself or proceeding. If the claim in question as an Indemnifying Party elects to assume may reasonably request and as shall be reasonably required in connection with the defense in any action or proceeding, an of such claim and litigation resulting therefrom. An Indemnified Party shall have the right to employ separate retain its own counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such action or proceeding and proceeding, provided that in no event shall the Indemnifying Party be required to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of more than one such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such for all Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationParties.

Procedures. Each Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) Any Buyer Indemnitee or Seller Indemnitee claiming indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification hereunder shall give notice to each (i) notify the other Party (the “Indemnifying Party”) of the Third Party promptly after such Claim within thirty (30) days of the date on which the Indemnified Party has actual knowledge knows or should have known of any claim as to which indemnity may be soughtthe Third Party Claim, and (ii) transmit to the Indemnifying Party may participate at its own expense a written notice (a “Claim Notice”) describing in reasonable detail the defensenature of the Third Party Claim, or if it so elects, assume the defense a copy of any all papers served with respect to such claim and any action or proceeding resulting therefrom(if any), including the employment basis of counsel the Indemnified Party’s request for indemnification under this Agreement and the payment amount of all expensesthe Damages estimated to arise therefrom. The Subject to Section 10.01, failure of any Indemnified Party to give notice as provided in this Section 6.3 timely provide such Claim Notice shall not relieve affect the Indemnifying Party from its obligations to indemnify such right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend any such Third Party Claim, upon notice to the Indemnified Party within fifteen (15) days of receipt of a Claim Notice in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party's failure to so notify actually prejudices . Notwithstanding the foregoing, the Indemnifying Party's ability Party shall not be entitled to defend against such claim, action, assume the defense of any Third Party Claim for equitable or proceedinginjunctive relief or any claim that would impose criminal liability. If the Indemnifying Party elects does not expressly elect to assume the defense of such Third Party Claim within the time period or in any action or proceedingaccordance with the first sentence of this Section 9.03(b), an the Indemnified Party shall have the 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 such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense (but only if the Indemnified Party is actually entitled to indemnification hereunder), cooperate with the Indemnifying Party in such defense and, at no cost to the Indemnifying Party, make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not assume the defense have full control of such action defense and proceedings, including any compromise or proceeding on such Indemnified Party's behalf). No settlement thereof; provided, however, that the Indemnifying Party, in Party shall not enter into any settlement agreement without the defense of any such claim or litigation, shall, except with the written consent of the Indemnified Party (which consent will shall not be unreasonably withheld, conditioned or delayed) unless, in the case of the Indemnifying Party being Seller or its Affiliates, such settlement agreement also covers in all material respects at least a part of the Retained Business that is subject to the same Third Party Claim and the Business is treated in a substantially similar manner as the Retained Business (other than exceptions related to the size of the Business relative to the Retained Business) in such settlement agreement. 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 10.03(b), consent and the Indemnified Party shall bear its own costs and expenses with respect to entry such participation. (c) If the Indemnifying Party is not defending the Indemnified Party pursuant to Section 10.03(b), 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 any judgmentsuch defense and proceedings; provided, or 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 Section 11.03(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Damage or a claim or demand hereunder that does not include as an unconditional term thereof the giving by the claimant involve a Third Party Claim being asserted against or plaintiff sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party within 30 days of the date on which the Indemnified Party knows of the 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 X. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of a release from all liability 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 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 Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. Buyer and Seller hereby covenant and agree that, to the extent there is a disagreement with respect to a Direct Claim, they shall endeavor to negotiate in good faith to arrive at a resolution of such disagreement. (e) Notwithstanding anything to the contrary contained herein, Seller shall have the sole and absolute right to defend and control the defense of each of the matters set forth on Schedule 4.10, and such right to defend and control shall not be subject to the requirements or litigationlimitations otherwise set forth in this Section 10.03 in respect of Third Party Claims.

Procedures. Each party claiming a right to indemnification under this Article 6 (the "Indemnified Party Party") shall give notice to each the party from whom such indemnification is or may be sought (the "Indemnifying Party Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity indemnification may be sought, and the Indemnifying Party may participate at its own expense in the defensedefense or, or if it so elects, assume the defense (with counsel reasonably satisfactory to the Indemnified Party) of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 herein shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices results in the forfeiture by the Indemnifying Party's ability to defend against such claim, action, or proceedingParty of substantial rights and defenses. If In the event that the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (ai) the Indemnifying Party has agreed to pay such fees and expenses expenses; (ii) any relief other than the payment of money is sought against the Indemnified Party; (iii) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest; or (biv) the named parties to defendants in any such action or proceeding (including any impleaded parties) include such the Indemnifying Party and the Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is may be one or would be a conflict of interest between such more legal defenses available to it and/or any other Indemnified Party and that are different from or additional to those available to the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all Indemnified Parties, which firm or firms shall be designated in writing by the applicable Indemnified Parties). No If the Indemnifying Party elects not to defend, or if, after commencing or undertaking any such defense, the Indemnifying Party fails to prosecute or withdraws from such defense or fails to appeal any judgment adverse or unfavorable to the Indemnified Party, the Indemnified Party shall have the right to undertake the defense, settlement or appeal thereof (as the case may be), at the Indemnifying Party, in 's expense. If the Indemnified Party assumes the defense of any such claim claim, investigation, action, suit, hearing or litigationproceeding pursuant to this Section 6.03 and proposes to settle the same prior to a final judgment thereon or to forgo or abandon any appeal available after final judgment thereon, shall, except with the consent of then the Indemnified Party (which shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement, assume or reassume the defense thereof or prosecute such appeal, in each case at the Indemnifying Party's expense. The Indemnifying Party shall not, without written consent will not be unreasonably withheld)of such Indemnified Party, settle or compromise or consent to entry of any judgmentjudgment with respect to any such claim, investigation, action, suit, hearing or enter into proceeding (i) in which any settlement that relief other than the payment of money damages is or may be sought against such Indemnified Party or (ii) which does not include as an unconditional term thereof the giving by the claimant claimant, Person conducting such investigation or initiating such hearing, plaintiff or petitioner to such Indemnified Party of a release from all liability in with respect to such claim claim, investigation, action, suit or litigationproceeding and all other claims or causes of action (known or unknown) arising or which might arise out of the same facts.

Procedures. Each If any Action shall be brought against any Indemnified Party shall give notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge in respect of any claim as to which indemnity may be soughtsought pursuant to this Agreement or the Series A Amendment, or the Warrants, such Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party may participate at its own expense in shall have the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects right to assume the defense in any action or proceeding, an thereof with counsel of its own choosing reasonably acceptable to such Indemnified Party. Such Indemnified Party shall have the right to employ separate counsel in any such action or proceeding Action and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless shall be at the expense of such Indemnified Party except to the extent that (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (b) the Indemnifying Party has agreed failed after a reasonable period of time to pay assume such defense and to employ counsel, (c) in such Action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party or (d) if such Action involves a Person seeking to impose any equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified under this Section 11, in which case the Indemnifying Party shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Indemnifying Party will not be liable to any Indemnified Party under this Agreement (i) for any settlement by an Indemnified Party effected without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed or (bii) to the named parties extent, but only to the extent, that any Loss is primarily attributable to any such action Indemnified Party’s breach of any of the representations, warranties, covenants or proceeding (including any impleaded parties) include agreements made by such Indemnified Party and in this Agreement or in the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is Series A Amendment or would be a conflict of interest between such Indemnified Party and the Warrants. If the Indemnifying Party in the conduct of assumes the defense of such action (in which case, if such any Action against any Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on not, without such Indemnified Party's behalf). No Indemnifying Party’s prior written consent, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that or compromise or consent to the entry of any judgment with respect to such Action if such settlement, compromise or judgment (1) involves a finding or admission of wrongdoing, (2) does not include as an unconditional term thereof the giving written release by the claimant or plaintiff to of such Indemnified Party of a release from all liability in with respect to such claim Action or litigation(3) imposes equitable remedies or any obligation on such Indemnified Party, other than the payment of money damages for which such Indemnified Party will be indemnified in full under this Agreement.

Procedures. Each 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 each Indemnifying Party promptly after such claim) to the party to whom the Indemnified Party has actual knowledge is entitled to look for indemnification (the "Indemnifying Party") of any claim as 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 which indemnity may be sought, 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 may participate at its own expense in shall not relieve -------- the defense, or if it so elects, assume the defense Indemnifying Party of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of liability that it may have to any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such 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's failure Party and it shall give -------------- notice to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume of the commencement thereof, the Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense in any action or proceeding, an 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 or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel 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 assume be required to bear the defense costs and expenses of such action or proceeding on such the Indemnified Party's behalf). No 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 defense of any litigation concerning such claim or litigation, shall, except with the consent dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party (which consent will not be unreasonably withheldshall 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), consent the Indemnifying Party shall pay --------------- or cause to entry be paid to the Indemnified Party the amount of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving Liability within ten business days of receipt by the claimant or plaintiff to such Indemnified Indemnifying Party of a release from all liability in respect notice reasonably itemizing the amount of the Liability but only to such claim the extent actually paid or litigationsuffered by the Indemnified Party.

Procedures. Each (a) The terms of this Section 9.3 shall apply to any claim (a "Claim") for indemnification under the terms of Sections 9.1 and 9.2. The applicable AWS Indemnified Party or ACC Indemnified Party (each, an "Indemnified Party") shall give prompt written notice of such Claim to each the indemnifying party hereunder (the "Indemnifying Party promptly after such Indemnified Party has actual knowledge of Party"), which may assume the defense thereof, provided that any claim as delay or failure to which indemnity may be sought, and so notify the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Party, except hereunder only to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against extent, if at all, that it is prejudiced by reason of such claim, action, delay or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an failure: The Indemnified Party shall have the right to employ separate approve any counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) selected by the Indemnifying Party has agreed (Friedman Kaplan Seiler & Adelman LLP and Edwards & Angell, LLP being xxxxxx axxxxxxbxx) xxd tx xxxxxve the texxx xx any xxxxxsed settlement (unless such settlement provides only, as to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and Party, the payment of money damages actually paid by the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the ). The Indemnifying Party shall not assume advance to the defense Indemnified Party any of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such claim action or litigationproceeding. Each Indemnified Party shall agree in writing prior to any such advancement, shallthat in the event he or it receives any such advance, except with such Indemnified Party shall reimburse the consent Indemnifying Party for such fees, costs, and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Article 9. The right accruing to an Indemnified Party under this Article 9 shall not exclude any other right to which it or he may be lawfully entitled. Notwithstanding any of the foregoing to the contrary, the provisions of this Article 9 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified, or limited under applicable law, but shall be construed so as to effectuate the provisions of this Article 9 to the fullest extent permitted by law. (b) In the event that the Indemnifying Party undertakes the defense of a Claim, the Indemnifying Party will keep the Indemnified Party advised as to all material developments in connection with such Claim, including, but not limited to, promptly furnishing to the Indemnified Party copies of all material documents filed or served in connection therewith. (which consent will not be unreasonably withheld)c) In the event that the Indemnifying Party, consent to entry within ten business days after receiving written notice of any judgmentsuch Claim, or enter into any settlement that does not include as an unconditional term thereof fails to assume the giving by defense thereof, the claimant or plaintiff to such Indemnified Party shall have the right, subject to the Indemnifying Party's right to assume the defense pursuant to the provisions of a release from all this Article 9, to undertake the defense, compromise or settlement of such Claim for the account of the Indemnifying Party. (d) Notwithstanding anything herein to the contrary, neither party shall have any liability in respect to hereunder for consequential or punitive damages, even if apprised of the possibility of such claim or litigationdamages.

Procedures. Each (a) Any claim for recovery or indemnification pursuant to Section 8.1 will be made within ten (10) days after discovery of the circumstances underlying such claim in a written statement signed by the Indemnified Party, which will specify in reasonable detail each Loss suffered by the Indemnified Party and the estimated amount thereof, the date such item was claimed or the facts giving rise to such claim were discovered, the basis for any alleged liability and the nature of the breach or claim to which each such item is related. 8.2.1 Within ten (10) days after receipt by the Indemnified Party hereunder of notice of the commencement of any such action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party hereunder, notify the Indemnifying Party in writing thereof requesting indemnification and specifying the basis for which indemnification is sought and the amount of asserted Losses, to the extent then known, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 8.2 and shall only relieve it from any liability which it may have to such Indemnified Party under this Section 8.2 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party by a third party (a "THIRD PARTY CLAIM") and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense of such Third Party Claim with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 8.2 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall give notice to each Indemnifying Party promptly after pay all fees, costs and expenses of such counsel, provided, however, that, if the defendants in any such action include both the Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to give notice as provided in this Section 6.3 shall not relieve it which are different from or additional to those available to the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to or if the extent interests of the Indemnified Party's failure Party reasonably may be deemed to so notify actually prejudices conflict with the interests of the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ select one separate counsel in and to assume such action or proceeding legal defenses and otherwise to participate in the defense thereofof such action, but such Indemnified Party shall pay with the reasonable expenses and fees and expenses of such separate counsel unless (a) and other expenses related to such participation to be reimbursed by the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationincurred.

Procedures. Each If Licensee, Licensor or their respective Affiliates (in each case an "Indemnified Party shall give notice to each Indemnifying Party promptly after Party"), receive any written claim which such Indemnified Party has actual knowledge believes is the subject of any claim indemnity hereunder by another Party hereto (an "Indemnifying Party"), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to which indemnity may be soughtthe Indemnifying Party, and provided that the failure to give timely notice to the Indemnifying Party may participate as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such claim is materially prejudiced by such failure. The Indemnifying Party shall have the right, by prompt written notice to the Indemnified Party to assume the defense of such claim at its own expense in cost, with counsel reasonably satisfactory to the Indemnified Party, provided, however, that Licensor shall assume the defense of any claims of patent infringement related to the Licensed Products. If the Indemnifying Party does not so assume the defense of such claim or, having done so, does not diligently pursue such defense, the Indemnified Party may assume the defense, or if with counsel of its choice, but at the cost of the Indemnifying Party. If the Indemnifying Party so assumes the defense, it so electsshall have absolute control of the litigation; provided that the Indemnified Party may, assume nevertheless, participate therein through counsel of its choice and at its cost. The involved Party not assuming the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of shall render all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except reasonable assistance to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against Party assuming such claimdefense, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses out-of-pocket costs of such separate counsel unless (a) assistance shall be for the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense account of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigationshall be settled other than by the Party defending the same, shall, except and then only with the consent of the Indemnified Party (other Party, which consent will shall not be unreasonably withheld), ; provided that the Indemnified Party shall have no obligation to consent to entry any settlement of any judgmentsuch claim which (i) imposes on the Indemnified Party any liability or obligation which cannot be assumed or performed in full by the Indemnifying Party, or enter into any settlement that (ii) does not include unconditionally release the Indemnified Party, (iii) requires a statement as to or an unconditional term thereof admission of fault, culpability or failure to act by or on behalf of Indemnified Party or (iv) imposes any restrictions on the giving conduct of business by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationParty.

Procedures. Each For purposes of this section, any party with an indemnification obligation under this section shall be referred to herein as an "Indemnifying Party" and any party entitled to indemnification under this section shall be referred to as an "Indemnified Party". All claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this section. In the event that any written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall give notice to each Indemnifying Party promptly after promptly, but in no event more than 30 days following such Indemnified Party has actual knowledge Party's receipt of any such claim as to which indemnity may be soughtor demand, and notify the Indemnifying Party may participate at its own expense in of such claim or demand and the defense, amount or if it so elects, assume the defense estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of any the final amount of such claim and any action or proceeding resulting therefrom, including demand) (the employment of counsel and the payment of all expenses"Claim Notice"). The failure Indemnifying Party shall have 30 days from the personal delivery or receipt of any the Claim Notice (the "Notice Period") to notify the Indemnified Party to give notice as provided in this Section 6.3 shall (a) whether or not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except disputes the liability of the Indemnifying Party to the extent Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party's failure to so notify actually prejudices Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party's ability to defend against such claim, action, or proceeding. If In the event that the Indemnifying Party elects notifies the Indemnified Party within the Notice Period that it desires to assume defend the defense in any action Indemnified Party against such claim or proceedingdemand and except as hereinafter provided, an Indemnified the Indemnifying Party shall have the right to employ separate defend the Indemnified Party (i) by appropriate proceedings and (ii) use or retain counsel in connection with such action or proceeding and defense that is reasonably acceptable to participate in the defense thereof, but Indemnified Party. The Indemnified Party shall make available to the Indemnifying Party all information reasonably available to such Indemnified Party shall pay relating to such claim or demand. In addition, the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party shall render to each other such assistance as may reasonably be requested in order to ensure the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the proper and adequate defense of any such claim or litigationdemand, shallor to prosecute claims against third parties for contribution or on other theories of recovery related to such claim or demand. The party in charge of the defense shall keep the other party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If any Indemnified Party desires to participate in, except with but not control, any such defense or settlement it may do so at its sole cost and expense. In the event that the Indemnifying Party does not elect to defend the claim, the Indemnified Party shall not settle a claim or demand without the consent of the Indemnifying Party (which consent will not be unreasonably withheld). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld), consent settle, compromise or offer to entry of settle or compromise any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationdemand. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its commercially reasonable best efforts in the defense of all such claims.

Procedures. Each Indemnified Party shall give notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and notify the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including Claim in respect of which the employment of counsel and the payment of all expenses. The failure of any Indemnified Party is entitled to be indemnified hereunder. Such notice shall be given as soon as is reasonably practicable after the Indemnified Party becomes aware of each Claim; provided, however, that failure to give prompt notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, adversely affect any Claim for indemnification hereunder except to the extent the Indemnifying Party’s ability to contest any Claim by any third-party is materially adversely affected. The Indemnifying Party shall have the right, but not the obligation, at its expense, to contest, defend, and litigate, and to control the contest, defense, or litigation of, any Claim by any third-party alleged or asserted against any Indemnified Party's failure Party arising out of any matter in respect of which such Indemnified Party is entitled to so be indemnified hereunder. The Indemnifying Party shall promptly notify actually prejudices such Indemnified Party of its intention to exercise such right set forth in the immediately preceding sentence and shall reimburse the Indemnified Party for the reasonable costs and expenses paid or incurred by it prior to the assumption of such contest, defense, or litigation by the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume exercises such right in accordance with the defense in provisions of this Article 12 and any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects desires to employ retain separate counsel in order to participate in or proceed independently with such contest, defense, or litigation, such Indemnified Party may do so at the expense of the Indemnifying Party, its own expense. If the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, fails to exercise its rights set forth in the defense third sentence of any such claim or litigationthis paragraph, shall, except with then the consent of Indemnifying Party will reimburse the Indemnified Party (which consent will not be unreasonably withheld)for its reasonable costs and expenses incurred in connection with the contest, consent to entry of any judgmentdefense, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to litigation of such Indemnified Party of a release from all liability in respect to such claim or litigationClaim.

Procedures. Each party entitled to indemnification under this Agreement (the "Indemnified Party Party") shall give notice to each the party required to provide indemnification (the "Indemnifying Party Party") promptly after such Indemnified Party has actual knowledge of any claim Claim as to which indemnity may be sought, and shall permit the Indemnifying Party may participate at its own expense in the defense, or if it so elects, to assume the defense of any such claim and any action or proceeding resulting therefromClaim; provided that counsel for the Indemnifying Party, including who shall conduct the employment defense of counsel such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the payment 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 expenses. The 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 in this Section 6.3 herein shall not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Party, under this Agreement except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If that the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf)prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such claim or litigation, Claim shall, except with the consent of the each Indemnified Party (which consent will shall not be unreasonably withheldwithheld or delayed), consent to entry of any judgment, judgment or enter into any settlement that or compromise which does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Indemnifying Party of a release from all liability in respect to such claim Claim. Each Indemnified Party shall furnish such information regarding itself or litigationthe Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Each (a) In case any claim is made, or any suit or action is commenced, against a Party (the “Indemnified Party”) in respect of which indemnification may be sought by it under this Article XVIII, the Indemnified Party shall promptly give the other Party (the “Indemnifying Party”) notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, thereof and the Indemnifying Party may shall be entitled to participate at its own expense in the defensedefense thereof and, or if it so electswith prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice from the Indemnified Party, assume to assume, at the Indemnifying Party’s expense, the defense of any thereof, with counsel reasonably satisfactory to such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expensesIndemnified Party. The failure of any Indemnified Party to give After notice as provided in this Section 6.3 shall not relieve from the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to Party of its election so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense thereof, except as set forth in Section 18.3(b), the Indemnifying Party shall not be liable to such Indemnified Party under this Section for any action attorneys’ fees or proceedingother expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, an other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ separate its own counsel in if the Indemnifying Party elects to assume such action or proceeding and to participate in the defense thereofdefense, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the Indemnified Party’s expense, unless (ai) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has agreed not employed counsel to pay take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such fees and expenses defense, thereafter ceases its defense of such action, or (biii) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel has reasonably concluded that there is may be defenses available to it which are different from or would be a conflict of interest between such Indemnified Party and additional to those available to the Indemnifying Party (in which case the conduct of Indemnifying Party shall not have the right to direct the defense of such action (on behalf of the Indemnified Party), in any of which case, if such events the attorneys’ fees and expenses of counsel to the Indemnified Party notifies shall be borne by the Indemnifying Party. (c) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, or participate in, the defense of any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in writing respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages for which the Indemnified Party will be fully indemnified hereunder, but shall not agree to any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that it elects any failure of an Indemnified Party to employ separate counsel at consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) the expense Indemnified Party may settle or compromise any such claim, suit or action solely for an amount not exceeding One Thousand Dollars ($1,000), but shall not settle or compromise any other matter without the prior written consent of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will shall not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Procedures. Each (a) Promptly after the discovery by any Indemnified Party of any Loss or Losses, claim or breach, including any third party claim, that would reasonably be expected to give rise to a claim for indemnification hereunder, the Indemnified Party shall give notice deliver to each Indemnifying the Securityholders’ Representative, or to Parent, as the case may be, a certificate (a “Claim Certificate”) that: (i) states that the Indemnified Party promptly after has paid or properly accrued Losses, or reasonably anticipates that it may or will incur liability for Losses, for which such Indemnified Party has actual knowledge may be entitled to indemnification pursuant to this Agreement; and (ii) specifies in reasonable detail, to the extent practicable and available, each individual item of Loss included in the amount so stated, the basis for any anticipated liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim as to which indemnity may each such item is related and, to the extent computable, the computation of the amount to which such Indemnified Party claims to be sought, and entitled hereunder; provided that no delay on the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure part of any Indemnified Party to give notice in notifying the Securityholders’ Representative, or Parent, as provided in this Section 6.3 the case may be, shall not relieve the Indemnifying Party from its Parties of any liability or obligations to indemnify such Indemnified Party, hereunder except to the extent the Indemnified Party's failure to so notify actually prejudices that the Indemnifying Party's ability Parties have been prejudiced thereby, and then only to defend against such claim, action, or proceeding. extent. (b) If the Indemnifying Party elects objects to assume the defense in any action or proceeding, indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Indemnifying Party shall have deliver a written notice to such effect to the right to employ separate counsel in Indemnified Party within thirty (30) days after receipt by the Indemnifying Party of such action or proceeding Claim Certificate. Thereafter, the Indemnifying Party and to participate in the defense thereof, but such Indemnified Party shall pay attempt in good faith to agree upon the fees and expenses rights of the respective parties for a period of not less than sixty (60) days after receipt by the Indemnified Party of such separate counsel unless (a) written objection with respect to each of such claims to which the Indemnifying Party has agreed to pay such fees and expenses or (b) objected. If the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in agree with respect to any of such claims, the conduct Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. Should the Indemnified Party and the Indemnifying Party fail to agree as to any particular item or items or amount or amounts within such sixty (60) day period, then either party shall be entitled to pursue its available remedies for resolving its claim for indemnification. (c) Within thirty (30) days after delivery of a Claim Certificate, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action a third party claim with counsel reasonably satisfactory to the Indemnified Party; provided that (in which case, if such Indemnified Party notifies i) the Indemnifying Party in writing that it elects may only assume control of such defense if the ad damnum is less than or equal to employ separate counsel at the expense amount of Losses for which the Indemnifying Party is liable under this Article X and (ii) the Indemnifying Party may not assume control of the defense of a third party claim involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying PartyParty does not, or is not permitted under the terms hereof to, so assume control of the defense of a third party claim, the Indemnified Party shall control such defense. The non-controlling party may participate in such defense at its own expense. The controlling party shall keep the non-controlling party advised of the status of such third party claim and the defense thereof and shall consider in good faith recommendations made by the non-controlling party with respect thereto. The non-controlling party shall furnish the controlling party with such information as it may have with respect to such third party claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the controlling party in the defense of such third party claim. The fees and expenses of counsel to the Indemnified Party with respect to a third party claim shall be considered Losses for purposes of this Agreement if (i) the Indemnified Party controls the defense of such third party claim pursuant to the terms of this Section 10.5(c) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such third party claim. The Indemnifying Party shall not assume agree to any settlement of, or the defense entry of such action or proceeding on such any judgment arising from, any third party claim without the prior written consent of the Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim which shall not be unreasonably withheld, conditioned or litigation, shall, except with delayed; provided that the consent of the Indemnified Party (shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party from further liability and has no other adverse effect on the Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such third party claim without the prior written consent of the Indemnifying Party, which consent will shall not be unreasonably withheld), consent conditioned or delayed. (d) Notwithstanding anything herein to entry the contrary, the Securityholders’ Representative shall have the right to control any Tax audit, initiate any claim for refund, and contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the Company and any Subsidiary; provided, however, that the Stockholders’ Representative shall consult with Parent prior to the settlement of any judgmentsuch proceedings that could reasonably be expected to adversely affect Parent, the Company or any Subsidiary in any taxable period ending after the Closing Date, which consent shall not be unreasonably withheld, conditioned or delayed. Parent shall have the right, at its own expense, to control any other Tax audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or enter into other adjustment or proposed adjustment relating to Taxes with respect to the Company and any settlement Subsidiary; provided that, with respect to any item the adjustment of which may cause the Support Agreement Securityholders to become obligated to make any payment pursuant to Section 10.2 hereof, Parent shall consult with the Securityholders’ Representative with respect to the resolution of any issue that does would affect the Securityholders, and not include settle any such issue, or file any amended Tax Return relating to such issue, without the consent of the Securityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (e) Claims for Losses specified in any Claim Certificate to which the Indemnifying Party has not objected in writing within thirty (30) days of receipt of such Claim Certificate, claims for Losses covered by a memorandum of agreement of the nature described in this Section 10.5(e) and claims for Losses the validity and amount of which have been the subject of resolution by arbitration or of a final non-appealable judicial determination are hereinafter referred to, collectively, as “Agreed Claims.” The Indemnified Party shall be entitled to payment for any Agreed Claim within ten (10) Business Days of the determination of the amount of any such Agreed Claims. (f) Any indemnification payments made pursuant to this Article X shall constitute a purchase price adjustment for Tax purposes. (g) For purposes of this Section 10.5, all notices to be delivered to, or any actions to be taken by, a Support Agreement Securityholder, whether as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to or as an Indemnifying Party, shall be satisfied by delivering notice to, and only to, and any such claim or litigationaction shall be taken by, and only by, the Securityholders’ Representative.

Procedures. Each Promptly after receipt by an Indemnified Party shall give notice to each Indemnifying Party promptly after of knowledge that a Claim exists (a “Claim Proceeding”), such Indemnified Party will, if a claim is to be made hereunder against the Indemnifying Party in respect thereof, promptly (and in any event within ten Business Days) notify the Indemnifying Party in writing of the commencement thereof; provided that (i) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have hereunder except to the extent it has actual knowledge been materially prejudiced by such failure and (ii) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have to an Indemnified Party otherwise than on account of this Section 5.05. In case any claim as such Claim Proceedings are brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to which indemnity participate therein, and, to the extent that it may be soughtelect by written notice delivered to such Indemnified Party, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party; provided that if the defendants in any such Claim Proceedings include both such Indemnified Party and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any and such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party shall have reasonably concluded that there may be legal defenses available to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party it that are different from its obligations or additional to indemnify such Indemnified Party, except those available to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against , such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ select separate counsel in to assert such action or proceeding legal defenses and to otherwise participate in the defense thereof, but of such Claim Proceedings on behalf of such Indemnified Party. Upon receipt of notice from the Indemnifying Party to such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed its election so to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of assume the defense of such action (in which case, if Claim Proceedings and approval by such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partycounsel, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff liable to such Indemnified Party for expenses incurred by such Indemnified Party in connection with the defense thereof (other than reasonable costs of a release from all liability investigation) unless (x) such Indemnified Party shall have employed separate counsel in respect connection with the assertion of legal defenses in accordance with the preceding sentence, (y) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such claim Indemnified Party to represent such Indemnified Party within a reasonable time after notice of commencement of the Claim Proceedings or litigation(z) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Party.

Procedures. Each (a) Promptly after receipt by the Indemnified Party shall give under Section 11.02 or 11.03 of notice to each Indemnifying Party promptly after such of a Loss or the commencement of any Proceeding against which it believes it is indemnified under this Article, the Indemnified Party has actual knowledge of any shall, if a claim as in respect thereto is to which indemnity may be sought, and made against the Indemnifying Party under this Article, notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission so to notify the Indemnifying Party shall not relieve it from any liability that it may participate at its own expense have to the Indemnified Party to the extent that the Indemnifying Party is not prejudiced by such omission; and provided further, however, that with respect to any Proceeding in existence on the Closing Date with respect to an Excluded Liability, the Acquiror shall be deemed to have given notice thereof to the Parent pursuant to this subsection (a) and the Parent shall be deemed to have responded to such notice in accordance with clause (ii) of subsection (b) of this Section, all effective as of the Closing Date. (b) The Indemnifying Party shall, within thirty (30) days after receipt of a notice of Loss or Proceeding given pursuant to subsection (a) of this Section, either (i) in writing acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Proceeding and pay the Indemnified Party the amount of such Loss or the amount in controversy in such Proceeding in cash in immediately available funds (or establish by agreement with the Indemnified Party an alternative payment arrangement), (ii) in writing acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Proceeding but disavow the validity of the Loss or Proceeding or the amount thereof and, in the defense, or if case of a Proceeding to the extent that it shall so electsdesire in accordance with subsection (d) of this Section, assume the legal defense of any such claim and any action thereof or proceeding resulting therefrom, including (iii) in writing object (or reserve the employment of counsel and the payment of all expenses. The failure of any Indemnified Party right to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except object until additional information is obtained) to the extent claim for indemnification or the Indemnified Party's failure to so notify actually prejudices amount thereof and set forth the Indemnifying Party's ability to defend against such claim, action, or proceedinggrounds therefor in reasonable detail. If the Indemnifying Party elects does not respond to the Indemnified Party as provided in this subsection within such 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for such indemnification claim in accordance with clause (i) of this subsection and the Indemnified Party may exercise any and all of its rights under applicable Law to collect such amount. (c) An Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding in respect of which indemnification or contribution is sought hereunder. If the Indemnifying Party has responded to the Indemnified Party pursuant to clause (i) of subsection (b) of this Section, the Indemnified Party may settle or compromise or consent to the entry of any judgment with respect to the Proceeding that was the subject of notice to the Indemnifying Party pursuant to subsection (b) of this Section without the consent of the Indemnifying Party (but no such settlement, compromise or consent shall increase the indemnification obligation of the Indemnifying Party to which it has consented pursuant to clause (i) of subsection (b) of this Section). Except as otherwise provided in the immediately preceding sentence and in subsection (d) of this Section, an Indemnified Party will not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Proceeding, but, if such Proceeding is settled or compromised or if there is entered any judgment with respect to any such Proceeding, in either case with the consent of the Indemnifying Party, or if there be a final judgment for the plaintiff in any such Proceeding, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any Loss by reason of such settlement, compromise or judgment. (d) If a Proceeding shall be brought against an Indemnified Party and it shall notify the Indemnifying Party thereof in accordance with subsection (a) of this Section, the Indemnifying Party shall, if it shall have responded to such notice in accordance with clause (ii) of subsection (b) of this Section, be entitled to assume the legal defense in any action or proceeding, an thereof at the expense of the Indemnifying Party with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the expense of the Indemnified Party unless (ai) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has agreed shall have failed to pay assume the defense of such fees and expenses action or (biii) the named parties to any such action or proceeding Proceeding (including any impleaded parties) include such both the Indemnified Party and the Indemnifying Party, and such the Indemnified Party shall have been advised by such counsel that there is one or would be a conflict of interest between more legal defenses available to it that are different from or additional to those available to the Indemnifying Party. In any such Indemnified Party and case, the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the conduct same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Party. Except as aforesaid, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such action (in which case, if claim or such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyaction, the Indemnifying Party shall not be liable to the Indemnified Party under this Section for any attorney’s fees or other expenses (except reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party does not assume the defense of such action or proceeding on such a Proceeding as to which it has acknowledged liability, as between itself and the Indemnified Party's behalf). No , pursuant to clause (ii) of subsection (b) of this Section, the Indemnified Party may require the Indemnifying PartyParty to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorney’s fees and expenses and reasonable out-of-pocket expenses incurred in the defense thereof and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party. (e) In the case of any such claim or litigationa Loss as to which the Indemnifying Party shall have responded pursuant to clause (iii) of subsection (b) above, shall, except with the consent parties shall attempt in good faith to resolve their differences for a period of 60 days following receipt by the Indemnified Party of the response of the Indemnifying Party pursuant to subsection (which consent will not be unreasonably withheld)b) above and, consent if the parties are unable to entry of any judgmentresolve their differences within such period, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party may submit the matter to arbitration in accordance with the provisions of a release from all liability in respect to such claim or litigationSection 13.10.

Procedures. Each Any Indemnified Party shall give notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and notify the Indemnifying Party may participate at its own expense in (with reasonable detail) promptly after it becomes aware of facts supporting a claim or action for which indemnification is provided under this Article VII, and shall provide to the defense, or if it so elects, assume the defense of Indemnifying Party as soon as practicable thereafter all reasonably available information and documentation necessary to support and verify any Losses associated with such claim and any action or proceeding resulting therefromaction. Subject to Section 7.2(c)(iv), including the employment of counsel and failure to so notify or provide information to the payment of all expenses. The failure of any Indemnified Indemnifying Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations of any liability that it may have to indemnify such any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party's ’s failure to so notify actually prejudices give such notice, in which case the Indemnifying Party shall be relieved from its obligations under this Agreement to the extent of such material prejudice. The Indemnifying Party shall participate in and defend, contest or otherwise protect the Indemnified Party against any such claim or action by counsel of the Indemnifying Party's ability ’s choice at the Indemnifying Party’s sole cost and expense; provided, however, that the Indemnifying Party shall not make any settlement or compromise without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, there is no admission or statement of fault or culpability on the part of the Indemnified Party and there is an unconditional release of the Indemnified Party from all liability on any claims that are the subject of such claim or action. The Indemnified Party shall use commercially reasonable efforts upon the reasonable request of the Indemnifying Party to defend cooperate with and assist the Indemnifying Party in defending, contesting, or otherwise protecting the Indemnified Party against such claimany suit, action, investigation, claim or proceedingproceeding in connection with which a claim for indemnification is made. If the Indemnifying Party elects to assume the defense in any action or proceeding, an The Indemnified Party shall have the right to employ separate counsel in such action or proceeding and right, but not the obligation, to participate at the Indemnified Party’s own expense in the defense thereofthereof by counsel of the Indemnified Party’s choice; provided, but such Indemnified however, that the Indemnifying Party shall pay the fees and expenses of such separate counsel unless for the Indemnified Party if (a) the Indemnifying Party has agreed to pay such fees and expenses expenses, or (b) counsel for the named parties to any such action or proceeding (including any impleaded parties) include such Indemnifying Party reasonably determines that representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Indemnified Party shall be entitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and amounts paid as the Indemnifying Party in the conduct of the defense result of such action (in which casesuit, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyaction, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Partyinvestigation, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationproceeding.

Procedures. Each (a) Promptly after receipt by the Indemnified Party shall give under Section 10.02 or 10.03(a) of notice to each Indemnifying Party promptly after such of a Loss or the commencement of any Action against which it believes it is indemnified under this Article, the Indemnified Party has actual knowledge of any shall, if a claim as in respect thereto is to which indemnity may be sought, and made against the Indemnifying Party under this Article, notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission to notify the Indemnifying Party shall not relieve it from any liability that it may participate at its own expense have to the Indemnified Party to the extent that the Indemnifying Parties is not prejudiced by such omission. (b) The Indemnifying Party shall, on or before the 15th day after receipt of a notice of Loss or Action given pursuant to Section 10.03(a), either (i) acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or the amount in controversy in such Action and pay the Indemnified Party the amount of such Loss or the amount in controversy in such Action in cash in immediately available funds (or if the Indemnified Party is a Buyer Indemnified Party and funds remain in the defenseEscrow Amount, ICO shall immediately instruct the Escrow Agent to disburse funds from the Escrow Amount in an amount equal to the lesser of (x) an amount sufficient to satisfy such indemnification claim and (y) the amount remaining in the Escrow Amount; provided that if the Indemnifying Party's indemnification obligations exceed the amount remaining in the Escrow Amount, the Seller Indemnifying Parties shall pay the amount not covered by the Escrow Amount in cash in immediately available funds), (ii) acknowledge liability, as between the Indemnifying Party and the Indemnified Party, for such Loss or if the amount in controversy in such Action but disavow the validity of the Loss or Action or the amount thereof and, in the case of an Action to the extent that it shall so electsdesire in accordance with Section 10.03(d), assume the legal defense of any such thereof or (iii) object (or reserve the right to object until additional information is obtained) to the claim and any action for indemnification or proceeding resulting therefromthe amount thereof, including setting forth the employment of counsel and grounds therefor in reasonable detail. If the payment of all expenses. The failure of any Indemnifying Party does not respond to the Indemnified Party to give notice as provided in this Section 6.3 shall not relieve 10.03(b) within such 15-day period, the Indemnifying Party from shall be deemed to have acknowledged its obligations liability for such indemnification claim in accordance with clause (i) of this Section 10.03(b) and the Indemnified Party may exercise any and all of its rights under applicable Law to indemnify collect such amount. (c) An Indemnifying Party will not, without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld), except pay, settle or compromise or consent to the extent entry of any judgment with respect to any Loss or pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party's failure Party is an actual or potential party to so notify actually prejudices such Action) unless such payment, settlement, compromise or consent includes an unconditional release of the Indemnifying Party's ability to defend against Indemnified Party from all liability arising out of such claim, action, Loss or proceedingAction. If the Indemnifying Party elects has responded to the Indemnified Party pursuant to clause (i) of Section 10.03(b), the Indemnified Party may pay, settle or compromise or consent to the entry of any judgment with respect to the Loss or Action that was the subject of notice to the Indemnifying Party pursuant to Section 10.03(b) without the consent of the Indemnifying Party (but no such payment, settlement, compromise or consent shall increase the indemnification obligation of the Indemnifying Party to which it has consented pursuant to clause (i) of Section 10.03(b). Except as otherwise provided in the immediately preceding sentence and in Section 10.03(d), an Indemnified Party will not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld), pay, settle or compromise or consent to the entry of any judgment with respect to any Loss or pending or threatened Action, but, if such Loss or Action is paid, settled or compromised or if there is entered any judgment with respect to any such Action, in either case with the consent of the Indemnifying Party, or if there shall be a final judgment for the plaintiff in any such Action in which the procedures set forth in Section 10.03(d) below were followed, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such payment settlement, compromise or judgment. (d) If an Action shall be brought against an Indemnified Party and the Indemnified Party notifies the Indemnifying Party thereof in accordance with Section 10.03(a), the Indemnifying Party shall, if it shall have responded to such notice in accordance with clause (ii) of Section 10.03(b, be entitled to assume the legal defense in any action or proceeding, an thereof. The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the expense of the Indemnified Party unless (ai) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has agreed shall have failed to pay assume the defense of such fees and expenses action or (biii) the named parties to any such action or proceeding Action (including any impleaded parties) include such both the Indemnified Party and the Indemnifying Party, and such the Indemnified Party shall have been advised by such counsel that there is one or would be a conflict of interest between more legal defenses available to it that are different from or additional to those available to the Indemnifying Party. In any such Indemnified Party and case, the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the conduct same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Party. Except as aforesaid, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such action (in which case, if claim or such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyaction, the Indemnifying Party shall not be liable to the Indemnified Party under this Section for any attorneys' fees or other expenses (except reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party does not assume the defense of such action or proceeding on such an Action as to which it has acknowledged liability, as between itself and the Indemnified Party's behalf, pursuant to clause (ii) Section 10.03(b). No , the Indemnified Party may require the Indemnifying PartyParty to reimburse it on a current basis for its reasonable expenses of investigation, reasonable attorneys' fees and expenses and reasonable out-of-pocket expenses incurred in the defense thereof and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party. In addition to and not in limitation of the foregoing, in connection with any such claim Loss or litigationAction relating to Environmental Laws and Authorizations thereunder or Hazardous Substances, shallthe Indemnifying Party shall have the right, except with from time to time, (A) to review all environmental reports and records in the consent possession of the Indemnified Party to the extent related to such Loss or Action, (which consent B) to have reasonable access to the applicable Real Property from time to time, and (C) to participate in and comment on (1) any remedial action, including the scope, extent, duration and cost of such remedial action, and (2) all discussions, negotiations and proceedings with Governmental Authorities and third parties in connection therewith; except that the provisions of this clause (C) shall not apply where the Indemnified Party reasonably concludes that a remedial action will not be unreasonably withheldbecome the subject of an indemnity claim. (e) In the case of a Loss as to which the Indemnifying Party shall have responded pursuant to clause (iii) of Section 10.03(b), consent the parties shall attempt in good faith to entry resolve their differences for a period of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving 60 days following receipt by the claimant or plaintiff to such Indemnified Party or Parties of the response of the Indemnifying Party pursuant to Section 10.03(b). If the parties should so agree, and the Indemnified Party is a release Buyer Indemnified Party, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute funds from all liability the Escrow Amount in respect accordance with the terms thereof. If the parties are unable to resolve their differences within such claim period, the Indemnified Party or litigationParties may submit the matter to judicial proceedings.

Procedures. Each The party seeking indemnification under Section 15.2 ---------- (the "Indemnified Party shall Party") agrees to give prompt notice to each the party against whom indemnity is sought (the "Indemnifying Party promptly after such Indemnified Party has actual knowledge Party") of the assertion of any claim as to claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought, and sought under Section 15.2; provided that the failure to give such notice shall not limit the Indemnified Party's right to indemnification hereunder except to the extent that the Indemnifying Party may participate at its own expense in the defense, or if it so elects, is materially prejudiced thereby. The Indemnifying Party shall assume control of the defense of any such claim and any suit, action or proceeding resulting therefrom, including the employment of counsel and the payment Indemnified Party may participate in the defense of all expensesany such suit, action or proceeding at its own expense. The failure Indemnifying Party shall not be liable under Section 15.2 for any settlement effected without its consent of any Indemnified Party claim, litigation or proceeding in respect of which indemnity may be sought hereunder; provided, however, that consent to give notice as provided in this Section 6.3 settlement shall not relieve the Indemnifying Party from its obligations to indemnify be unreasonably withheld or delayed. In any such Indemnified Partysuit, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an the Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereofretain its own counsel, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the expense of such Indemnified Party unless (ai) the Indemnifying Party has agreed to pay such fees and expenses or expenses, (bii) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of has failed to assume the defense of such suit, action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in any which case, if such the Indemnified Party notifies the Indemnifying Party in writing that it the Indemnified Party elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such suit, action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent behalf of the Indemnified Party. The Indemnifying Party (which consent will shall not be unreasonably withheld), consent liable for the fees and expenses of more than one separate firm of attorneys (in addition to entry of any judgment, or enter into local counsel) at any settlement that does not include as an unconditional term thereof time for all the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationParties.

Procedures. Each party entitled to indemnification under this Agreement (each, an "Indemnified Party Party") shall give notice to each the party required to provide indemnification (the "Indemnifying Party Party") promptly after such Indemnified Party has actual knowledge of any claim Claim as to which indemnity may be sought, and shall permit the Indemnifying Party may participate at its own expense in the defense, or if it so elects, to assume the defense of any such claim and any action or proceeding resulting therefromClaim; provided, including that counsel for the employment Indemnifying Party, who shall conduct the defense of counsel such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the payment 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 expenses. The 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 in this Section 6.3 herein shall not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If under this Agreement unless the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf)materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such claim or litigation, Claim shall, except with the consent of the each Indemnified Party (which consent will not be unreasonably withheld)Party, consent to entry of any judgment, judgment or enter into any settlement that or compromise which does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim Claim. Each Indemnified Party shall furnish such information regarding itself or litigationthe Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Each Subject to the limitation described in SECTION 10.3, an Event of Breach occurs or is alleged and the party or parties entitled to receive the benefits of the indemnification provisions hereunder (the "INDEMNIFIED PARTY") asserts that a party or parties has become obligated to the Indemnified Party shall give notice pursuant to each Indemnifying Party promptly after such Indemnified Party has actual knowledge SECTION 10.1 (the "INDEMNIFYING PARTY"), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of any claim as to which indemnity may be sought, and the Indemnifying Party may participate at its own expense in become obligated to the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party hereunder, the Indemnified Party shall promptly notify the Indemnifying Party; provided, that the failure to give notice as provided in this Section 6.3 shall so promptly notify the Indemnifying Party does not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Party, hereunder except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claimit is materially prejudiced thereby. In case any claim is asserted or suit, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such commenced against an Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not will be entitled to participate therein, and, to the extent that it may wish, to assume the defense defense, conduct or settlement thereof; provided that such settlement is for the payment of money only, and does not impose any obligation or limitation on the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election so to assume the defense, conduct or settlement thereof, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense, conduct or settlement thereof unless the Indemnified Party has defenses that may conflict with, or that may not be available to, the Indemnifying Party. The Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with any such action or proceeding on such claim assumed by the Indemnifying Party to make available to the Indemnifying Party all pertinent information under the Indemnified Party's behalfcontrol. The Indemnified Party will not consent to the entry of a judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be unreasonably withheld or delayed). No The Indemnifying Party, Party will not consent to the entry of a judgment with respect to the matter or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the defense of any such claim or litigationmatter releases the Indemnified Party from all liability with respect thereto, shall, except with without the written consent of the Indemnified Party (which consent will not to be unreasonably withheldwithheld or delayed), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Procedures. Each (i) After receipt by any Aventis Indemnified Party shall give notice to each Indemnifying Party promptly after or any ViroPharma Indemnified Party, as applicable (the "Indemnified Party") of any claim in respect of which such Indemnified Party has actual knowledge will seek indemnification from the Party required to provide such indemnification under this Section 5 (the "Indemnifiying Party"), the Indemnified Party must, as a condition to the Indemnified Party's right to indemnification under this Section 5, provide prompt written notice thereof to the Indemnifying Party (the "Claim Notice"); provided that any delay in providing such Claim Notice shall not relieve the Indemnifiying Party from any liability that it may have to the Indemnified Party under this Section 5 except to the extent that the Indemnified Party is materially prejudiced by such delay. The Claim Notice shall (A) specify in reasonable detail and in good faith the nature of the claim, (B) specify the amount or in good faith the estimate of the Losses being asserted and (C) state the basis under this Transfer Agreement for seeking such indemnification. In no event (whether or not the Indemnified Party is controlling the defense, compromise or settlement of such claim) will the Indemnified Party admit any responsibility or liability with respect to any such claim as to which indemnity may be sought, and the Indemnifying Party shall have no liability to the Indemnified Party with respect to such claim if the Indemnified Party makes any such admission. (ii) Subject to Section 5(d)(iii) and Section 5(d)(iv) of this Transfer Agreement, the Indemnifying Party may participate at its own expense in undertake the defense, or if it so electscompromise and settlement of such claim by representatives of its own choosing reasonably acceptable to the Indemnified Party. The assumption of the defense, assume the defense compromise and settlement of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve by the Indemnifying Party from its obligations shall not be an acknowledgment of the obligation of the Indemnifying Party to indemnify such Indemnified Party, except Party with respect to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Indemnified Party elects desires to assume the defense in participate in, but not control, any action or proceedingsuch defense, an compromise and settlement, it may do so at its sole cost and expense. The Indemnified Party shall have the right to employ separate undertake the defense, and, subject to Section 5(d)(iii) and Section 5(d)(iv) of this Transfer Agreement, compromise and settlement of such claim with counsel in such action or proceeding of its own choosing, and to participate in the defense thereof, but such Indemnified Party shall pay the fees costs and expenses of such separate counsel unless (a) the Indemnified Party in connection therewith shall be included as a part of the indemnification obligations of the Indemnifying Party under this Section 5, unless the Indemnifying Party, within thirty (30) days (or in the case of litigation, fifteen (15) days) after written notice of such claim has agreed been given to pay such fees and expenses or the Indemnifying Party by the Indemnified Party, both: (b) i)expressly acknowledges in writing to the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party that that, as between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be solely obligated to satisfy or discharge the obligations set forth in the Claim Notice, and (ii) takes all reasonable and appropriate steps to affirmatively undertake the defense of such claim. (iii) Notwithstanding the provisions of Section 5(d)(ii) of this Transfer Agreement to the extent that (A) any claim or the litigation or resolution thereof (x) seeks an equitable remedy, or (y) is asserted against both the Indemnifying Party and the Indemnified Party and the Indemnified Party reasonably concludes that there are defenses available to Indemnified Party which are different or additional to those of the Indemnifying Party, or (B) upon petition by the Indemnified Party, an appropriate court rules that the Indemnifiying Party failed or is failing to defend such claim diligently, then the Indemnified Party shall have been advised by counsel that there is or would be a conflict the right to control the defense, and subject to Section 5(d)(iv) of interest between this Transfer Agreement, the compromise and settlement of such Indemnified Party claim and the costs and expenses of the Indemnifying Party in the conduct connection therewith shall be included as part of the defense indemnification obligations of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it under this Section 5. If the Indemnified Party elects to employ separate counsel exercise such right, then the Indemnifying Party shall have the right to participate in, but not control, the defense, compromise and settlement of such claim at the Indemnifying Party's sole cost and expense. (iv) Neither the Indemnified Party nor the Indemnifying Party shall settle or compromise any such claim, regardless of whether it is controlling the defense, settlement or compromise thereof without the prior written consent of the other (which consent shall not be unreasonably withheld, delayed or conditioned). (v) At the expense of the Indemnifying Party, the Indemnifying Party and the Indemnified Party shall not assume cooperate with and render to each other such assistance as may reasonably be requested in order to insure the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the proper and adequate defense of any such claim or litigationproceeding which assistance shall include making appropriate personnel reasonably available for any investigation, shalldiscovery, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, hearing or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationtrial.

Procedures. Each party entitled to indemnification under this Section 7 (the "Indemnified Party Party") shall give notice to each the party required to provide indemnification (the "Indemnifying Party Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, to assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel (which shall be reasonably acceptable to the Indemnified Party) and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 herein shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, action or proceeding. If In the event that the Indemnifying Party elects to assume the defense in any action or proceeding, an the Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be such Indemnified Party's expense unless (ai) the Indemnifying Party has agreed to pay such fees and expenses or (bii) the named parties to any such action or proceeding (including any impleaded parties) include such an Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would may be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, which firm shall be designated in writing by the Selling Stockholder(s) or Parent as the case may be). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld)Party, consent to entry of any judgment, judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent, which shall not be unreasonably withheld or delayed, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

Procedures. Each (a) The terms of this Section 7.5 shall apply to any claim (a "Claim") for indemnification under the terms of Sections 7.2, 7.3 or 7.4. The Section 7.2 Indemnified Party, Section 7.3 Indemnified Party or Section 7.4 Indemnified Party (each, an "Indemnified Party"), as the case may be, shall give prompt written notice of such Claim to each the indemnifying party (the "Indemnifying Party promptly after such Indemnified Party has actual knowledge of Party") under the applicable Section, which party may assume the defense thereof, provided that any claim as delay or failure to which indemnity may be sought, and so notify the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Party, except hereunder only to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against extent, if at all, that it is materially prejudiced by reason of such claim, action, delay or proceedingfailure. If the Indemnifying Party elects to assume the defense in any action or proceeding, an The Indemnified Party shall have the right to employ separate approve any counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) selected by the Indemnifying Party has agreed and to pay approve the terms of any proposed settlement, such fees approval not to be unreasonably delayed or withheld (unless such settlement provides only, as to the Indemnified Party, the payment of money damages actually paid by the Indemnifying Party and expenses a complete release of the Indemnified Party in respect of the claim in question). Notwithstanding any of the foregoing to the contrary, the provisions of this Article VII shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Article VII to the fullest extent permitted by law. (b) In the named parties to event that the Indemnifying Party undertakes the defense of any such action or proceeding (including any impleaded parties) include such Claim, the Indemnifying Party will keep the Indemnified Party and advised as to all material developments in connection with such Claim, including, but not limited to, promptly furnishing the Indemnified Party with copies of all material documents filed or served in connection therewith. (c) In the event that the Indemnifying PartyParty fails to assume the defense of any Claim within ten business days after receiving written notice thereof, and such the Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the right, subject to the Indemnifying Party in the conduct of Party's right to assume the defense pursuant to the provisions of this Article VII, to undertake the defense, compromise or settlement of such action (in which case, if such Indemnified Party notifies Claim for the Indemnifying Party in writing that it elects to employ separate counsel at the expense account of the Indemnifying Party. Unless and until the Indemnifying Party assumes the defense of any Claim, the Indemnifying Party shall not assume advance to the defense Indemnified Party any of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any such claim action or litigation, shall, except with the consent of the proceeding. Each Indemnified Party (which consent will not be unreasonably withheld)shall agree in writing prior to any such advancement that, consent to entry of in the event he or it receives any judgmentsuch advance, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party shall reimburse the Indemnifying Party for such fees, costs and expenses to the extent that it shall be determined that he or it was not entitled to indemnification under this Article VII. (d) In no event shall an Indemnifying Party be required to pay in connection with any Claim for more than one firm of a release from all liability in respect to such claim or litigationcounsel (and local counsel) for each of the following groups of Indemnified Parties: (i) Mercury and its Affiliates, and the shareholders, members, managers, officers, employees, agents and/or the legal representatives of any of them; (ii) the Managers and their respective Affiliates, and the shareholders, members, managers, officers, employees, agents and/or the legal representatives of any of them and (iii) the Company and its Affiliates, and the shareholders, members, managers, officers, employees, agents and/or the legal representatives of any of them.

Procedures. Each (i) If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall give notice to each promptly notify the Person from whom indemnity is sought (the “Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtParty”) in writing, and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, shall assume the defense of any such claim and any action or proceeding resulting therefromthereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses. The fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from of its obligations or liabilities pursuant to indemnify such Indemnified Partythis Agreement, except (and only) to the extent the Indemnified Party's that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure to so notify actually prejudices shall have proximately and materially adversely prejudiced the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an . (ii) An Indemnified Party shall have the right to employ separate counsel in any such action or proceeding Proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless shall be at the expense of such Indemnified Party or Parties unless: (aA) the Indemnifying Party has agreed in writing to pay such fees and expenses expenses; (B) the Indemnifying Party shall have failed to promptly assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (bC) the named parties to any such action or proceeding Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such action or proceeding on such Indemnified Party's behalf)Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, in the defense effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such claim settlement requires only the payment of cash or litigation, shall, except with other consideration by the consent Indemnifying Party on behalf of the Indemnified Party and includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. (iii) All fees and expenses of the Indemnified Party (which consent will including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be unreasonably withheld)paid to the Indemnified Party, consent as incurred, within ten business days of written notice thereof to entry the Indemnifying Party (regardless of any judgmentwhether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to Indemnifying Party may require such Indemnified Party of a release from to undertake to reimburse all liability in respect such fees and expenses to the extent it is finally judicially determined that such claim or litigationIndemnified Party is not entitled to indemnification hereunder).

Procedures. Each The party seeking indemnification under Section 10 (the “Indemnified Party shall Party”) agrees to give prompt notice to each the party against whom indemnity is sought (the “Indemnifying Party promptly after such Indemnified Party has actual knowledge Party”) of the assertion of any claim as to claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought, sought under such Section and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expensesreasonably request. The failure of any Indemnified to so notify the Indemnifying Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Partyhereunder, except to the extent the Indemnified Party's such failure to so notify actually prejudices shall have adversely affected the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the - The Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and be entitled to participate in the defense thereofof 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. - 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, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or 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 the Indemnified Party shall pay 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 unless (a) shall be paid by the Indemnified Party. The Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised no indemnification obligations with respect to any Third Party Claim that shall be settled by counsel that there is or would be a conflict of interest between such the Indemnified Party and without the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense prior written consent of the Indemnifying Party, the Indemnifying Party which consent shall not assume the defense of such action be unreasonably withheld, delayed or proceeding on such Indemnified Party's behalf)conditioned. No Indemnifying Party- 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 claim records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or litigationappeals, shall, except with as may be reasonably requested in connection therewith. The Indemnified Party shall keep the consent Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party. - Each Indemnified Party (which consent will not be unreasonably withheld), consent shall use reasonable efforts to entry of collect any judgmentamounts available under insurance coverage, or enter into from any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff other Person alleged to such Indemnified Party of a release from all liability in respect to such claim or litigationbe responsible, for any Damages payable under Section 10.

Procedures. Each If (i) any Stockholder Event of Breach occurs or is alleged and a UAG Indemnified Party asserts that the Stockholder have become obligated to a UAG Indemnified Party pursuant to SECTION 9.1, or if any Stockholder's Third Party Claim is begun, made or instituted as a result of which the Stockholder may become obligated to a UAG Indemnified Party hereunder, or (ii) 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 9, any UAG Indemnified Party and any Stockholder Indemnified Party is sometimes referred to as an "Indemnified Party" and UAG and the Stockholder are sometimes referred to as an "Indemnifying Party," and any 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 written notice to the Indemnifying Party of its or his obligation to provide indemnification hereunder, provided that any failure to so notify the Indemnifying Party shall not relieve them from any liability that it or he may have to the Indemnified Party under this ARTICLE 9. If such notice relates to a Third Party Claim, each Indemnifying Party promptly after Party, jointly and severally, agrees to defend, contest or otherwise protect such Indemnified Party has actual knowledge of against any claim as such Third Party Claim at his or its sole cost and expense. Such Indemnified Party shall have the right, but not the obligation, to which indemnity may be sought, and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense thereof by counsel of such Indemnified Party's choice and shall in any such claim event cooperate with and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve assist the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceedingreasonably possible. If the Indemnifying Party elects fails timely to assume the defense in any action defend, contest or proceedingotherwise protect against such Third Party Claim, an such Indemnified Party shall have the right to employ separate counsel in such action do so, including, without limitation, the right to make any compromise or proceeding and to participate in the defense settlement thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is be entitled to recover the entire Cost thereof from the Indemnifying Party, including, without limitation, attorneys' fees, disbursements and amounts paid (or would be a conflict of interest between which such Indemnified Party and has become obligated to pay) as the result of such Third Party Claim. 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 deemed a waiver by the Indemnifying Party of its or their right to defend such Third Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the Indemnifying Party shall not, in the conduct of the defense of such action (in which caseThird Party Claim, if consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party. In addition, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that of any Third Party Claim (except with the written consent of such Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such Indemnified Party of a full release from all liability in respect of such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to such claim control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or litigationsettlement of any Third Party Claim to the 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.

Procedures. Each (a) The Liberty Indemnitee or IAC Indemnitee seeking indemnification under Section 7.02 (the “Indemnified Party shall Party”) agrees to give prompt written notice in accordance herewith (the “Claim Notice”) to each the party or parties against whom indemnity is sought (the “Indemnifying Party promptly after such Indemnified Party has actual knowledge Party”) of the assertion or discovery of any claim as to or demand, or the commencement of any suit, action, investigation or proceeding (any such claim, demand, suit, action, investigation or proceeding, a “Claim”) in respect of which indemnity may be soughtsought under such Section (and such notice shall be within fifteen Business Days following the earlier of the Indemnified Party becoming aware of the Claim or receipt by the Indemnified Party of notice of the Claim, or within such reasonably shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim, and include a statement specifying the basis of such Claim) and will provide the Indemnifying Party such information with respect thereto in its possession that the Indemnifying Party may participate at its own expense reasonably request; provided, however, that failure to give such notification within the time provided 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; provided, further, that it is understood that, prior to seeking the indemnification provided hereunder, the Indemnified Party shall provide the Indemnifying Party with a Claim Notice with respect thereto. The Claim Notice shall set forth in reasonable detail (a) the facts and circumstances giving rise to such claim for indemnification, (b) the nature of the Damages suffered or incurred or expected to be suffered or incurred, (c) a reference to the provisions of this Agreement in respect of which such Damages have been suffered or incurred or are expected to be suffered or incurred, (d) the amount of Damages actually suffered or incurred, and, to the extent the Damages have not yet been suffered or incurred, a good faith estimate, to the extent then reasonably estimable, of the amount of Damages that would reasonably be expected to be suffered or incurred and (e) in the defensecase of a third party Claim, in addition to the foregoing, the amount or if it so electsestimated amount of damages (including any Damages) sought thereunder by such Person, assume any other remedy sought by such Person, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto). (b) In the case of a Claim asserted by a Person not a party hereto (including a Claim that may be asserted by a Governmental Authority), the Indemnifying Party shall have the right, but not the duty, to participate in the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel third party Claim and the payment Indemnified Party shall be entitled to exercise full control of all expenses. The failure the defense, compromise or settlement of any such third party Claim unless the Indemnifying Party within a reasonable time after (but no later than twenty Business Days after) receiving the Claim Notice concerning such indemnity claim shall: (i) deliver a written confirmation to such Indemnified Party that, based on the facts then presented being true, the indemnification provisions of Section 7.02 are applicable to such Claim and that the Indemnifying Party will indemnify such Indemnified Party in respect of such claim pursuant and subject to the terms of this Article VII, (ii) notify such Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof and (iii) retain legal counsel reasonably satisfactory to such Indemnified Party to give notice as provided in this Section 6.3 shall not relieve conduct the Indemnifying Party from its obligations to indemnify defense of such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceedingClaim. If the Indemnifying Party elects to assume assumes such defense and, in the course of defending such Claim or otherwise, discovers that the facts presented at the time the Indemnifying Party confirmed the applicability of the indemnification provisions hereof were not true and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Claim, then the Indemnifying Party shall not be bound by such confirmation. (c) If the Indemnifying Party so assumes the defense of any such Claim in accordance herewith, then such Indemnified Party shall cooperate with the Indemnifying Party in any action manner that the Indemnifying Party reasonably may request in connection with the defense, compromise or proceedingsettlement thereof. If the Indemnifying Party so assumes the defense of any such Claim, an the Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in (but not control in any manner) the defense defense, compromise or settlement thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the sole expense of such Indemnified Party unless (ai) the Indemnifying Party has agreed to pay such fees and expenses expenses, or (bii) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by its regular outside counsel that there is are likely to be one or would be more legal defenses available to it that are different from or additional to those available to the Indemnifying Party or that a conflict of interest between such Indemnified the Indemnifying Party and the Indemnifying Indemnified Party in the conduct of the defense of such action would reasonably be expected (in which case, if such Indemnified Party notifies case the Indemnifying Party shall not have the right to control the defense, compromise or settlement of such action on behalf of the Indemnified Party), and in writing that any such case described in clauses (i) or (ii) the reasonable fees and expenses of one such separate counsel, and one local counsel, if necessary for the effective defense of the Claim, (each reasonably satisfactory to the Indemnifying Party) for all Indemnified Parties shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such action for which it elects is entitled to employ separate counsel at indemnification hereunder without the expense prior consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed, unless the Indemnifying Party shall not assume the defense have failed, after reasonable notice thereof, to undertake control of such action or proceeding on in the manner provided above in this Section 7.03 to the extent the Indemnifying Party was entitled to do so pursuant to this Section 7.03. The Indemnifying Party shall not, without the consent of such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim settle or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), compromise or consent to entry of any judgment, judgment with respect to any such Claim (x) in which any relief other than the payment of money damages is or enter into any settlement may be sought against such Indemnified Party or (y) that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party by the claimant, the party conducting such investigation, plaintiff or petitioner of a release from all liability in with respect to such claim Claim (d) The Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a third party Claim to be made so as to preserve any applicable attorney-client or litigationwork-product privileges.

Procedures. Each (a) In order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made against the Indemnified Party in connection with any third party litigation, arbitration, action, suit, proceeding, claim or demand for which such Indemnified Party may seek indemnification hereunder (a “Third Party Claim”), such Indemnified Party shall give promptly deliver notice thereof to each the party against whom indemnity is sought (the “Indemnifying Party”) and shall provide the Indemnifying Party promptly after with such Indemnified Party has actual knowledge of any claim information with respect thereto as to which indemnity may be sought, and the Indemnifying Party may participate at reasonably request and of its own expense in the defense, or if it so elects, assume the defense claims of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expensesindemnification with respect thereto. The failure of any Indemnified Party to give notice as provided in this Section 6.3 provide such notice, however, shall not relieve release the Indemnifying Party from any of its obligations to indemnify such Indemnified Party, 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 to the extent provided in and pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) 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 (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party's failure to so notify actually prejudices . 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's ability Party has failed to defend against such claim, action, or proceedingassume the defense thereof. If the Indemnifying Party elects does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in any action or proceedingaccordance with the first sentence of this Section 8.4(b), an 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 such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the expense of the Indemnified Party unless (ai) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party has agreed to pay such fees and expenses or (bii) the named parties to any such action or proceeding the Third Party Claim (including any impleaded parties) include such both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party shall have been advised by may present such counsel that there is or would be with a conflict of interest between interest, or (iii) the Indemnifying Party is not defending such Third Party Claim in the good faith determination of the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party and shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the conduct of Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of such action (in which case, if such Indemnified any Third Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying PartyClaim, the Indemnifying Party shall not assume not, without the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld)Party, consent to entry of any judgment, or enter into any settlement that or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include as an unconditional term thereof the giving written release by the claimant or plaintiff to such of the Indemnified Party of a release 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) 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 (5) 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 2.9(a)(iii). In order to satisfy any indemnification obligations of the Seller pursuant to this Article VIII, the Buyer (and each of its directors, officers, employees, representatives and other Affiliates) shall have the right to recover Losses from the Escrowed Funds to the extent available and subject to the terms of the Escrow Agreement. Without limiting the foregoing, the ability of Buyer to recover for any Losses under this Article VIII shall represent an express contract right to recover against the Escrowed Funds and nothing in this Article VIII shall be deemed to require Buyer to obtain jurisdiction over the Seller, or pursue any process in connection therewith beyond that expressly required by the terms of this Article VIII. Any indemnification obligations pursuant to this Article VIII of the Buyer shall be paid in cash. The parties agree that to the greatest extent possible the payment of any indemnity hereunder shall be treated as an adjustment to the Purchase Price paid by the Buyer hereunder for Tax purposes. As used herein, the term “Net Losses” shall mean the amount of any Losses indemnified under this Article, calculated after giving effect to (i) any insurance proceeds received by the Indemnified Party (or any of its Affiliates) from an unaffiliated insurance carrier with respect to such claim Losses (net of any increase in premiums or litigationother out-of-pocket expenses incurred in connection with recovering such insurance proceeds), and (ii) any actual recoveries obtained by the Indemnified Party (or any of its Affiliates) from any third party in respect of such Loss. The Indemnified Party shall use commercially reasonable efforts to obtain proceeds, benefits and recoveries referred to in clause (i) of the preceding sentence. If any such proceeds, benefits or recoveries are received by an Indemnified Party (or any of its Affiliates) with respect to any such Losses after an Indemnifying Party (or such Affiliate) shall have made a payment to the Indemnified Party under this Article, the Indemnified Party shall return the amount of such proceeds, benefits or recoveries to the Indemnifying Party (up to the amount of the Indemnifying Party’s payment and taking into account any net increase in premiums or other out-of-pocket expenses incurred in connection with recovering such insurance proceeds and any net Tax cost to the Indemnified Party of the receipt of such proceeds, benefits or recoveries and the return of such payment (or a portion thereof) to the Indemnifying Party). No Indemnified Party will be entitled to recover from an Indemnifying Party more than once in respect of the same Loss.

Procedures. Each Indemnified Party shall give notice If any Person that is entitled to each Indemnifying Party promptly after such Indemnified Party indemnification for Losses under this Section 13 (the "Indemnitee") discovers or has actual knowledge notice of any claim such Losses, the Indemnitee shall, within 20 days, notify (or cause to be notified) the Party that is liable therefor under this Section 13 (the "Indemnifying Party") in writing thereof together with a statement of such information respecting such matter as the Indemnitee then has; provided, however, the failure to which indemnity may be sought, and notify the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations any liability that it may have to indemnify such Indemnified Party, the Indemnitee except and solely to the extent the Indemnified Party's that such failure to so notify actually prejudices or delay in notification shall have adversely affected the Indemnifying Party's ability to defend against such claimagainst, actionsettle, or proceedingsatisfy any such Losses. The Indemnifying Party shall be entitled, at its cost and expense, to appoint counsel ("Defense Counsel") to defend any such Losses by all appropriate legal proceedings provided the Indemnifying Party shall have first notified the Indemnitee of the Indemnifying Party's intention to do so within 20 days after the Indemnifying Party's receipt of such notice from the Indemnitee. If the Indemnitee elects to join in any defense of Losses (which shall be at the Indemnitee's sole cost and expense), the Indemnifying Party shall have full authority to determine all action to be taken with respect thereto. If, after such opportunity, the Indemnifying Party elects not to defend such Losses, the Indemnitee shall have the right to appoint Defense Counsel to conduct the defense of such Losses in good faith, which defense will be vigorously and diligently prosecuted by the Indemnitee to a final conclusion or, with the consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned, or delayed), settlement, and the Indemnifying Party shall be bound by such final conclusion or approved settlement. If required by the Indemnifying Party, the Indemnitee shall cooperate fully with the Indemnifying Party and the Indemnifying Party's attorneys in contesting any such Losses or, if appropriate, in making any counterclaim or cross complaint against the Person asserting the Losses against the Indemnitee, but the Indemnifying Party will reimburse the Indemnitee for any expenses incurred by the Indemnitee in so cooperating. The Indemnifying Party shall pay to the Indemnitee in cash all amounts to which the Indemnitee may become entitled by reason of the provisions of this Section 13, such payment to be made within 30 days after such amounts are finally determined either by mutual agreement or by non‐appealable judgment of a court of competent jurisdiction. Notwithstanding that the Indemnifying Party is actively conducting a defense or contest of any Losses against the Indemnitee, such Losses may be settled, compromised or paid by the Indemnitee without the consent of the Indemnifying Party; provided, however, that if such action is taken without the Indemnifying Party's consent, the Indemnifying Party's obligations with respect thereto shall be terminated, and the Indemnifying Party shall have no obligation to the Indemnitee. If the Indemnifying Party elects to assume defend such Losses, the defense in any action or proceeding, an Indemnified Indemnifying Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (Losses in which case, if such Indemnified Party notifies good faith and settle the Indemnifying Party Losses in writing that it elects to employ separate counsel at good faith without the expense of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior consent of the Indemnified Party Indemnitee so long as such settlement or compromise (which consent will A) does not be unreasonably withheld)cause the Indemnitee to incur any present or future material cost, consent to entry expense, obligation or liability of any judgmentkind or nature, or enter into any settlement that (B) does not include as an unconditional term thereof the giving require any admission or action or forbearance from action by the claimant or plaintiff to such Indemnified Party of a release Indemnitee, and (C) the Indemnitee is released from all liability in respect to such claim or litigationLosses.

Procedures. Each Indemnified (a) If any Person who or which is entitled to seek indemnification under Section 10.2 (an "INDEMNIFIED PARTY") receives notice of the assertion or commencement of any Third-Party shall give notice to each Indemnifying Party promptly after Claim against such Indemnified Party has actual knowledge with respect to which the Person against whom or which such indemnification is being sought (an "INDEMNIFYING PARTY") is obligated to provide indemnification under this Agreement, the Indemnified Party will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 days after receipt of such written notice of such Third-Party Claim. Such notice by the Indemnified Party will describe the Third-Party Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably estimable, of the Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have the right to participate in, or, by giving written notice to the Indemnified Party, to assume, the defense of any claim Third-Party Claim at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (which will be reasonably satisfactory to the Indemnified Party), and the Indemnified Party will cooperate in good faith in such defense. (b) If, within 20 days after giving notice of a Third-Party Claim to an Indemnifying Party pursuant to Section 10.3(a), an Indemnified Party receives written notice from the Indemnifying Party that the Indemnifying Party has elected to assume the defense of such Third-Party Claim as provided in the last sentence of Section 10.3(a), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; PROVIDED, HOWEVER, that if the Indemnifying Party fails to which indemnity take reasonable steps necessary to defend diligently such Third-Party Claim within ten days after receiving written notice from the Indemnified Party or if the Indemnified Party reasonably believes the Indemnifying Party has failed to take such steps or if the Indemnifying Party has not undertaken fully to indemnify the Indemnified Party in respect of all Damages relating to the matter, the Indemnified Party may be soughtassume its own defense, and the Indemnifying Party may participate at its own expense will be liable for all reasonable costs and expenses paid or incurred in connection therewith; PROVIDED, HOWEVER, that the defenseIndemnifying Party shall not be liable for the costs and expenses of more than one counsel for all Indemnified Parties in any one jurisdiction. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third- Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or if it so electswhich provides for injunctive or other non-monetary relief applicable to the Indemnified Party, assume or does not include an unconditional release of all Indemnified Parties. If a firm offer is made to settle a Third-Party Claim without leading to liability or the defense creation of any such claim and any action a financial or proceeding resulting therefrom, including other obligation on the employment part of counsel the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder and the payment of all expenses. The failure of any Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give written notice to the Indemnified Party to give notice as provided that effect. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and, in this Section 6.3 shall not relieve such event, the maximum liability of the Indemnifying Party from its obligations as to indemnify such Third-Party Claim will not exceed the amount of such settlement offer. The Indemnified PartyParty will provide the Indemnifying Party with reasonable access during normal business hours to books, except to the extent records and employees of the Indemnified Party's failure to so notify actually prejudices Party necessary in connection with the Indemnifying Party's ability defense of any Third-Party Claim which is the subject of a claim for indemnification by an Indemnified Party hereunder. (c) Any claim by an Indemnified Party on account of Damages which does not result from a Third-Party Claim (a "DIRECT CLAIM") will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of 20 days within which to defend against respond in writing to such claim, action, or proceedingDirect Claim. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in does not so respond within such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party20 day period, the Indemnifying Party shall not assume the defense of will be deemed to have rejected such action or proceeding on such Indemnified Party's behalf). No Indemnifying Partyclaim, in the defense of any such claim or litigation, shall, except with the consent of which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (which consent will not be unreasonably withheldd) A failure to give timely notice or to include any specified information in any notice as provided in Section 10.3(a), consent to entry of any judgment, 10.3(b) or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.10.3

Procedures. Each (a) A Party seeking indemnification (the “Indemnified Party”) as a result of, arising out of, or relating to a Loss involving a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall give deliver notice (a “Claim Notice”) in respect thereof to each the Party against whom indemnity is sought (the “Indemnifying Party promptly Party”) with reasonable promptness after receipt by such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtnotice of the Third Party Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expensesreasonably request. The failure of any Indemnified Party to give notice as provided in this Section 6.3 deliver a Claim Notice, however, shall not relieve release the Indemnifying Party from any of its obligations to indemnify such Indemnified Party, under this Article 9 except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) 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 with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects does not expressly elect to assume the defense of such Third Party Claim within the time period set forth above, the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim in any action or proceedingaccordance with the terms of this Section 9.4(b); provided that such settlement shall not be deemed evidence that the Indemnified Party is entitled to indemnification hereunder nor shall it be determinative of the amount of Loss. If the Indemnifying Party assumes the defense of such Third Party Claim, an the Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) shall be at the sole expense of the Indemnified Party. If the Indemnifying Party has agreed to pay such fees and expenses or (b) assumes the named parties to defense of any such action or proceeding (including any impleaded parties) include such Third Party Claim, the Indemnified Party and shall, at the Indemnifying Party’s expense, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and cooperate with the Indemnifying Party in such defense and make available to the conduct of Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of such action (in which case, if such Indemnified any Third Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying PartyClaim, the Indemnifying Party shall not assume not, without the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld)Party, consent to entry of any judgment, or enter into any settlement that or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing by the Indemnified Party, (ii) does not include as an unconditional term thereof the giving written release by the claimant or plaintiff to such of the Indemnified Party of a release 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 fully indemnified hereunder. (c) An Indemnified Party seeking indemnification as a result of, arising out of or relating to 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 reasonably detailed information of the facts and circumstances underlying such claim along with a good faith estimate of Loss and supporting documents. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 9 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 litigationliability that it may have to the Indemnified Party or otherwise than pursuant to this Article 9. (d) The Indemnifying Party shall not be entitled to require that any Action be made or brought against any other Person before a claim is made against it hereunder by the Indemnified Party. (e) In respect of any amounts due and payable by a Party, pursuant to this Article 9, such Party shall pay to the other Party such amounts by wire transfer of immediately available funds to an account designed by the other Party in writing.

Procedures. Each Subject to the provisions of Section 7.2(d), promptly ---------- after receipt by a Delaware Indemnified Party shall give notice to each Indemnifying Party promptly after such or a Lincoln Indemnified Party has actual knowledge (each, an "Indemnified Party") of notice of the commencement of any action, proceeding, investigation or claim as by any Contractowner or other third party (a "Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to which indemnity may be soughtmade pursuant to this Section 7.2 against another party to this Agreement (the "Indemnifying Party"), and notify the Indemnifying Party may participate at its own expense in writing of the defense, or if it commencement thereof; but the failure so elects, assume to notify the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Indemnifying Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Partyany liability under this Section 7.2, except to the extent the Indemnified Party's that such failure to so notify actually prejudices the Indemnifying Party's ability to defend . In case any such Proceeding shall be brought against such claiman Indemnified Party, action, or proceeding. If the Indemnifying Party elects shall be entitled to participate in and to assume the defense thereof, with counsel satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in any action or proceedingconnection with the defense thereof other than reasonable costs of investigation; provided, an however, that (i) if, in the reasonable judgment of the Indemnified Party, it is advisable for the Indemnified Party to be represented by separate counsel other than counsel for the Indemnifying Party, the Indemnified Party shall have the right to employ separate a single counsel to represent the Indemnified Party, in such action or proceeding and to participate in which event the defense thereof, but such Indemnified Party shall pay the reasonable fees and expenses of such separate single counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and shall be borne by the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party (ii) in the conduct case of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyany Proceeding brought by any governmental authority, the Indemnifying Party shall have the right to participate in, but not to assume the defense of of, such action or proceeding on such Indemnified Party's behalf)Proceeding. No The Indemnifying PartyParty shall not be obligated under any settlement agreement relating to any Proceeding under this Section 7.2 to which it has not consented in writing, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will shall not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Procedures. Each Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) Any Purchaser Indemnitee or Seller Indemnitee claiming indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification hereunder shall give notice to each promptly notify in writing (such notice, a “Claim Notice”) the Sellers or Purchaser, as applicable, (the “Indemnifying Party” or “Indemnifying Parties”) of the Third Party promptly Claim within thirty (30) days after receipt by such Indemnified Party has actual knowledge of any claim as to written notice of the Third Party Claim, which indemnity may be sought, and Claim Notice shall describe in reasonable detail the Indemnifying nature of the Third Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefromClaim, including the employment basis of counsel the Indemnified Party’s request for indemnification under this Agreement and the payment amount of all expenses. The the Losses arising or in good faith estimated to arise therefrom (if available); provided, that, subject to Section 10.1, failure of any Indemnified Party to give notice as provided in this Section 6.3 timely provide such Claim Notice shall not relieve affect the Indemnifying Party from its obligations to indemnify such right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnified Party's failure Indemnifying Party is materially prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to so notify actually prejudices participate in the defense of such Third Party Claim at any time and, subject to the limitations contained in this Section 10.3(b), assume and control the defense thereof. If the Indemnifying Party's ability to defend against such claim, action, or proceeding. If Party notifies the Indemnified Party that the Indemnifying Party elects to assume and control the defense of the Third Party Claim at any time and the Indemnifying Party acknowledges in any action or proceedingwriting that such Third Party Claim is an indemnifiable Loss under this Article X, an Indemnified then the Indemnifying Party shall have the right to employ separate defend such Third Party Claim with counsel selected by the Indemnifying Party in such action all appropriate Proceedings, to a final conclusion or proceeding and to participate settlement at the discretion of the Indemnifying Party in the defense thereof, but such Indemnified accordance with this Section 10.3(b). The Indemnifying Party shall pay the fees and expenses have full control of such separate counsel unless defense and Proceedings, including any compromise or settlement thereof; provided, however, that (ai) the Indemnifying Party has agreed shall not be entitled to pay assume or control such fees defense and expenses Proceedings if such Third Party Claim seeks equitable or (b) the named parties to any such action or proceeding other non-monetary relief (including any impleaded partiessanction or restriction upon the conduct or operation of any business of the Indemnified Party) include or if the Third Party Claim alleges conduct that would constitute criminal activity, the Third Party Claim relates to Taxes, or if the resolution of such Third Party Claim in a manner adverse to the Indemnified Party and could result in Losses to the Indemnified Party in excess of the amount claimed or expected to be received from the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, ii) the Indemnifying Party shall not assume enter into any settlement agreement without the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the written consent of the Indemnified Party (which consent will 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 admission by, or sanction or restriction upon the conduct or operation of any business by, the Indemnified Party or its Affiliates, including any injunction or other equitable relief against 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 10.3(b), consent and the Indemnified Party shall bear its own costs and expenses with respect to entry such participation unless (i) the employment of separate legal counsel has been specifically authorized in writing by the Indemnifying Party, (ii) there exists a material conflict of interest, or (iii) the Indemnifying Party fails to pursue the defense of such Third Party Claim actively and diligently, in the case of clause (ii) or (iii), whereupon the Indemnified Party shall be entitled to retain the defense of such Third Party Claim. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party has elected to defend the Indemnified Party pursuant to Section 10.3(b) within ten (10) Business Days after receipt of any judgmentClaim Notice or is not otherwise entitled to defend such Third Party Claim, or then subject to Section 10.3(b) 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 that does of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not include as an unconditional term thereof the giving be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the claimant or plaintiff to such Indemnified Party of a release from all liability in pursuant to this Section 10.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) If requested by the Indemnifying Party, the Indemnified Party 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 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. If the Indemnifying Party has assumed the defense of a Third Party Claim, the Indemnified Party also agrees to reasonably 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 unless doing so would materially impair the conduct of the business conducted by the Indemnified Party. (e) A claim for indemnification for any matter not involving a Third Party Claim shall be asserted by notice to the Indemnifying Party, which notice shall describe in reasonable detail the nature of the claim, the basis of the Indemnified Party’s request for indemnification under this Agreement and the amount of the Losses arising or litigationin good faith estimated to arise therefrom (to the extent reasonably estimable). Subject to Section 10.1, failure to timely provide such notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission.

Procedures. Each (a) In case any claim is made, or any suit or action is commenced, against a Party (the “Indemnified Party”) in respect of which indemnification may be sought by it under this Article XVIII, the Indemnified Party shall promptly give the other Party (the “Indemnifying Party”) notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, thereof and the Indemnifying Party may shall be entitled to participate at its own expense in the defensedefense thereof and, or if it so elects, assume with prior written notice to the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give given not later than twenty (20) days after the delivery of the applicable notice as provided in this Section 6.3 shall not relieve from the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices assume, at the Indemnifying Party's ability expense, the defense thereof, with counsel reasonably satisfactory to defend against such claim, action, or proceedingIndemnified Party. If After notice from the Indemnifying Party elects to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 18.3 for any attorneys' fees or other expenses subsequently incurred by such Indemnified Party in any action or proceedingconnection with the defense thereof, an other than reasonable costs of investigation and other than as set forth in Section 18.3(b). (b) The Indemnified Party shall have the right to employ separate its own counsel in if the Indemnifying Party elects to assume such action or proceeding and to participate in the defense thereofdefense, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the Indemnified Party's expense, unless (ai) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has agreed not employed counsel to pay take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such fees and expenses defense, thereafter ceases its defense of such action, or (biii) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel has reasonably concluded that there is may be defenses available to it which are different from or would be a conflict of interest between such Indemnified Party and additional to those available to the Indemnifying Party (in which case the conduct of Indemnifying Party shall not have the 001549-0001-13793-Active.14250169.10 right to direct the defense of such action (on behalf of the Indemnified Party), in any of which case, if such events the attorneys' fees and expenses of counsel to the Indemnified Party notifies shall be borne by the Indemnifying Party. (c) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, or participate in writing the defense of, any such third party claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages for which the Indemnified Party will be released and fully indemnified hereunder, but shall not agree to any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that it elects any failure of an Indemnified Party to employ separate counsel at consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) the expense Indemnified Party may not settle or compromise any such claim, suit or action without the prior written consent of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will shall not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Procedures. Each The party seeking indemnification under Section 13.02 (the "Indemnified Party shall Party") agrees to give notice (but not, in the case of indemnification sought pursuant to each clause (i) of Section 13.02(a) or 13.02(c), until the alleged, expected or actual Damages for which indemnification is sought, individually or in the aggregate, under such provisions exceed $500,000) to the party against whom indemnity is sought (the "Indemnifying Party promptly after such Indemnified Party has actual knowledge Party") of the assertion of any claim as to claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought, and sought under such Section (a "Claim Notice"). The failure to provide such Claim Notice to the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Partyhereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. The Indemnifying Party may, at its option, participate in and, except as provided in Section 13.03(b), control the defense of any such suit, action or proceeding at its own expense with counsel reasonably satisfactory to the Indemnified Party's failure to so notify actually prejudices ; provided that such participation may not extend beyond 120 days after receipt of the Indemnifying Party's ability to defend against such claim, action, or proceeding. If Claim Notice unless the Indemnifying Party elects shall have waived its right to assume contest its obligation to indemnify the defense in Indemnified Party pursuant to this Article 13 for all Damages with respect to such claim (and any action or proceeding, an such participation beyond such time shall be deemed to be such a waiver). The Indemnified Party shall have the right to employ separate counsel in such action or proceeding and be entitled to participate in the defense thereofof any claim, but litigation or proceeding in respect of which indemnification may be sought under Section 13.02 and to employ counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that the Indemnifying Party shall pay the fees and expenses of such separate counsel unless incurred by the Indemnified Party (ai) during the 120-day period following the delivery of such Claim Notice or, if sooner, (ii) until such time as the Indemnifying Party has agreed to pay such fees and expenses or (b) notified the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and that it has waived its right to contest its obligation to indemnify the Indemnified Party pursuant to this Article 13 for all Damages with respect to such claim. Subject to the foregoing, if the Indemnifying PartyParty shall fail to advise the Indemnified Party that it will assume such defense within 10 business days after receipt of such Claim Notice, and such then the Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of right to assume the defense with counsel of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel its own choosing at the expense sole cost of the Indemnifying Party. The Indemnifying Party shall not be liable under Section 13.02 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder; provided that (i) consent of the Indemnifying Party shall not be required with respect to any such settlement unless the Indemnifying Party agrees not to assert that the Damages with respect to which indemnification is sought under Section 13.02 is not within the ambit of Section 13.02, and (ii) in any case in which the Indemnifying Party provides such written consent, the Indemnifying Party shall be deemed to have agreed that it will not assume assert that any Damages with respect to which indemnification is sought under Section 13.02 is not within the defense ambit of such action Section 13.02. The Indemnifying Party shall not enter into or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in consent to any settlement with respect to which indemnification is sought under Section 13.02 without the defense of any such claim or litigation, shall, except with the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld)Party, consent to entry unless such settlement involves only the payment of any judgmentmoney damages concurrently with such settlement, or enter into any settlement that does not include as impose any injunction or other equitable relief upon the Indemnified Party, does not require any admission or acknowledgment of liability or fact of the Indemnified Party and contains an unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to of such claim or litigationclaim.

Procedures. Each Indemnified (a) If any Person who or which is entitled to seek indemnification under Section 8.2 or Section 8.3 (an "INDEMNIFIED PARTY") receives notice of the assertion or commencement of any Third Party shall give notice to each Indemnifying Party promptly after Claim against such Indemnified Party with respect to which the Person against whom or which such indemnification is being sought (an "INDEMNIFYING PARTY") is obligated to provide indemnification under this Agreement, the Indemnified Party will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 days after receipt of such written notice of such Third Party Claim. Such notice by the Indemnified Party will describe the Third Party Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Damages that has actual knowledge been or may be sustained by the Indemnified Party. The Indemnifying Party will have the right to participate in, or, by giving written notice to the Indemnified Party, to assume, the defense of any claim Third Party Claim at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (reasonably satisfactory to the Indemnified Party), and the Indemnified Party will cooperate in good faith in such defense. (b) If, within 20 days after giving notice of a Third Party Claim to an Indemnifying Party pursuant to Section 8.4(a), an Indemnified Party receives written notice from the Indemnifying Party that the Indemnifying Party has elected to assume the defense of such Third Party Claim as provided in the last sentence of Section 8.4(a), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; PROVIDED, HOWEVER, that if the Indemnifying Party fails to which indemnity take reasonable steps necessary to defend diligently such Third Party Claim within 20 days after receiving written notice from the Indemnified Party that the Indemnified Party reasonably believes the Indemnifying Party has failed to take such steps or if the Indemnifying Party has not undertaken fully to indemnify the Indemnified Party in respect of all damages relating to the matter, the Indemnified Party may be soughtassume its own defense, and the Indemnifying Party may participate at its own expense will be liable for all reasonable costs and expenses paid or incurred in connection therewith. Without the defenseprior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or if it so electswhich provides for injunctive or other non-monetary relief applicable to the Indemnified Party, assume or, as to matters other than Tax Matters, does not include an unconditional release of all Indemnified Parties. If a firm offer is made to settle a Third Party Claim without leading to liability or the defense creation of any such claim and any action a financial or proceeding resulting therefrom, including other obligation on the employment part of counsel the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder and the payment of all expenses. The failure of any Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give written notice to the Indemnified Party to give notice as provided that effect. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and, in this Section 6.3 shall not relieve such event, the maximum liability of the Indemnifying Party from its obligations as to indemnify such Third Party Claim will not exceed the amount of such settlement offer. The Indemnified PartyParty will provide the Indemnifying Party with reasonable access during normal business hours to books, except to the extent records, and employees of the Indemnified Party's failure to so notify actually prejudices Party necessary in connection with the Indemnifying Party's ability defense of any Third Party Claim which is the subject of a claim for indemnification by an Indemnified Party hereunder. (c) Any claim by an Indemnified Party on account of Damages which does not result from a Third Party Claim (a "DIRECT CLAIM") will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 days after the Indemnified Party becomes aware of such Direct Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of ten days within which to defend against respond in writing to such claim, action, or proceedingDirect Claim. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in does not so respond within such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyten day period, the Indemnifying Party shall not assume the defense of will be deemed to have rejected such action or proceeding on such Indemnified Party's behalf). No Indemnifying Partyclaim, in the defense of any such claim or litigation, shall, except with the consent of which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (which consent will not be unreasonably withheldd) A failure to give timely notice or to include any specified information in any notice as provided in Section 8.4(a), consent to entry of any judgment, 8.4(b) or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.8.4

Procedures. Each (a) In order for an Indemnified Party shall give notice under this ARTICLE VII to each Indemnifying Party promptly after be entitled to any indemnification provided for under this Agreement, such Indemnified Party has actual knowledge shall, promptly following the discovery of the matters giving rise to any claim as to which indemnity may be soughtLoss, and notify the Indemnifying Party may participate at under this ARTICLE VII in writing of its own expense claim for indemnification for such Loss, specifying in reasonable detail the defense, or if it so elects, assume the defense nature of any such claim and any action or proceeding resulting therefrom, including the employment of counsel Loss and the payment amount of all expenses. The the liability estimated to accrue therefrom; provided, however, that the Indemnified Party’s failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve so notify the Indemnifying Party shall not release the Indemnifying Party, in whole or in part, from its obligations to indemnify such Indemnified Partyunder this ARTICLE VII, except to the extent (and solely to the extent) that the Indemnifying Party will have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five Business Days after the Indemnified Party's ’s receipt of such request, all information and documentation reasonably requested by the Indemnifying Party with respect to such Loss. (b) If any third party notifies any Indemnified Party seeking indemnification under Section 7.2, with respect to any matter, claim, investigation, action, suit, charge, complaint, demand, or other Legal Proceeding, whether pending or threatened (an “Action”), that may give rise to a claim for indemnification under this ARTICLE VII, then the Indemnified Party shall promptly give notice of the Action to the Indemnifying Party pursuant to Section 8.5; provided, however, that the Indemnified Party’s failure to so notify the Indemnifying Party of any Action shall not release the Indemnifying Party, in whole or in part, from its obligations under this ARTICLE VII, except to the extent (and solely to the extent) that the Indemnified Party’s failure to so notify actually prejudices the Indemnifying Party's ’s ability to defend against such claimAction. (c) The Indemnified Party may, actionat the sole expense and liability of the Indemnifying Party, exercise full control of the defense, compromise, or proceedingsettlement of any such Action, unless, at any time within 30 days after the Indemnified Party has given notice to the Indemnifying Party of the Action, the Indemnifying Party (i) delivers a written confirmation to such Indemnified Party that the indemnification provisions of Section 7.2 are applicable to such Action and that, subject to the other provisions of this ARTICLE VII, the Indemnifying Party shall indemnify such Indemnified Party in respect of such Action pursuant to the terms of Section 7.2, (ii) notifies such Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof and thereafter conducts the defense actively and diligently, and (iii) retains legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such Action. Notwithstanding anything to the contrary in the immediately preceding sentence, the Indemnifying Party shall not have any right to assume the defense of such Action, if (1) such Action seeks an injunction or other equitable relief and not money damages only, or (2) the settlement or compromise of, or an adverse judgment with respect to, such Action is, in the good faith judgment of the Indemnified Party, likely to establish a precedent, custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party. (d) The Indemnified Party and the Indemnifying Party shall use their commercially reasonable efforts to cooperate with the Party assuming the defense, compromise, or settlement of any such Action in accordance herewith in any manner that such Party reasonably may request. If the Indemnifying Party elects to assume assumes the defense in of any action or proceedingsuch Action, an the Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in (but not control) the defense defense, compromise, or settlement thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be the expense of such Indemnified Party unless (ai) the Indemnifying Party has specifically agreed to pay such fees and expenses or (bii) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have has been advised by its counsel that there is may be one or would more legal defenses from claims available to it that are different from or additional to those available to the Indemnifying Party or that there may be a conflict of interest between such Indemnified the Indemnifying Party and the Indemnifying Indemnified Party in the conduct of the defense of such action Action (in either of which case, if such Indemnified Party notifies cases the Indemnifying Party shall not have the right to direct the defense, compromise, or settlement of such Action on behalf of the Indemnified Party), and in writing that it elects to employ any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party, it being understood and agreed, however, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for the expense Indemnified Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, unless the Indemnifying Party shall not fails to assume the defense control of such action or proceeding on such Indemnified Party's behalfAction in the manner provided in Section 7.3(c). No The Indemnifying PartyParty shall not, in without the defense of any such claim or litigation, shall, except with the written consent of the Indemnified Party (which consent will not be unreasonably withheld)Party, settle or compromise or consent to entry of any judgmentjudgment with respect to any such Action (1) in which any relief other than the payment of money damages is or may be sought against any Indemnified Party, or enter into any settlement (2) that does not include as an unconditional term thereof the giving by the claimant claimant, party conducting such investigation, plaintiff or plaintiff petitioner to such Indemnified Party of a release from all liability in with respect to such claim or litigationAction.

Procedures. Each (a) The party seeking indemnification under Section 12.01 (including by reason of an alleged breach of a covenant contained in Section 7.07 or Section 7.08) (the "Indemnified Party Party") shall give prompt notice in reasonable detail to each the party against whom indemnity is sought (the "Indemnifying Party promptly after such Indemnified Party has actual knowledge Party") of the assertion of its claim for indemnity, including the commencement of any claim as to Action or Proceeding by any third party in respect of which indemnity may be soughtsought under such Section ("Third Party Claim"), and will provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expensesreasonably request. The failure of any the Indemnified Party to give notice as provided in this Section 6.3 so notify the Indemnifying Party shall not relieve the Indemnifying Party from of its obligations to indemnify such Indemnified Partyhereunder, except to the extent the Indemnified Party's such failure to so notify actually prejudices shall have adversely prejudiced the Indemnifying Party's ability . (b) The Indemnifying Party will notify the Indemnified Party as soon as practicable within the Dispute Period whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to the claim described in a notice delivered pursuant to Section 12.02 and/or whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against a Third Party Claim described therein. (c) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to a Third Party Claim pursuant to this Section 12.02, then the Indemnifying Party shall be entitled to assume the control of the defense or settlement of such claimThird Party Claim in accordance with the provisions of this Section 12.02, actionand if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in defending or proceeding. If settling the Third Party Claim the defense or settlement of which the Indemnifying Party elects to assume control (including by furnishing or causing to be furnished such records, information and testimony, and attending such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith, and, if appropriate and related to the defense Third Party Claim in question, in making any action counterclaim against the Person asserting the Third Party Claim, or proceedingany cross-claim against any Person; provided, an however, that the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall have not be unreasonably withheld or delayed) before entering into any settlement of such Third Party Claim if the right settlement does not provide for full indemnity of and/or release the Indemnified Party from all liabilities and obligations with respect to employ such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. The Indemnified Party may retain separate counsel in such action or proceeding and of its choice to participate in the defense thereofrepresent it in, but such Indemnified not control, any defense or settlement of any Third Party shall pay Claim controlled by the Indemnifying Party pursuant to this Section 12.02. The fees and expenses of such separate counsel unless shall be paid by the Indemnified Party. (ad) If the Indemnifying Party has agreed to pay such fees and expenses or (b) notified the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and within the Indemnifying Party, and such Indemnified Party shall have been advised by counsel Dispute Period that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in disputes its liability hereunder to the conduct of the defense of Indemnified Party with respect to such action (in which case, Third Party Claim and if such Indemnified Party notifies the Indemnifying Party dispute is resolved in writing that it elects to employ separate counsel at the expense favor of the Indemnifying Party, the Indemnifying Party shall will not assume be required to bear the defense costs and expenses of such action or proceeding on such the Indemnified Party's behalf). No defense pursuant to this Section 12.02 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the defense of any Indemnifying Party in connection with such claim or litigation, shall, except with litigation to the consent extent such dispute is resolved in favor of the Indemnified Party. The Indemnifying Party may retain separate counsel to represent it in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 12.02, and the Indemnifying Party will bear its own costs and expenses with respect to such participation. (which consent will not be unreasonably withheld), consent to entry e) In the event any Indemnified Party should assert a claim for indemnity under Section 12.01 (including by reason of an alleged breach of covenant contained in Section 7.07 or Section 7.08) against any judgment, or enter into any settlement Indemnifying Party that does not include as an unconditional term thereof involve a Third Party Claim, if the giving by Indemnifying Party notifies the claimant or plaintiff to such Indemnified Party pursuant to paragraph (b) above that it does not dispute the claim for indemnity described in such notice or fails to dispute such claim within the Dispute Period, the Damages arising from the claim specified in such notice will be conclusively deemed a liability of a release from all the Indemnifying Party under Section 12.01 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand following the final determination thereof, but only to the extent it is liable therefor under Section 12.01. If the Indemnifying Party has timely disputed its liability in with respect to such claim or litigationclaim, the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within ninety (90) days, such dispute shall be resolved by litigation in a court of competent jurisdiction.

Procedures. Each Indemnified Party In no case shall give notice to each Indemnifying Party an indemnifying party be liable for Losses or Related Expenses unless it shall be notified by the indemnified party, in accordance with Section 13.1, of the written assertion of a claim by the indemnified party or of any third party action commenced against the indemnified party reasonably promptly after the indemnified party shall have been served with the summons or other first legal process giving information as to the nature and basis of the third party Action; provided, that no delay in notifying an indemnifying party shall excuse such Indemnified Party indemnifying party from its obligations hereunder unless such delay has actual knowledge of any claim as materially and adversely affected such indemnifying party's legal rights with respect to which indemnity may is sought; provided, further, that a notification to Serologicals for indemnification shall be sought, deemed a notice to Serologicals and to any and all of the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any Sellers. Any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party indemnified party shall have the right to employ separate counsel in any such action action, claim or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be the expenses of such indemnified party unless (ai) the Indemnifying Party indemnifying party has agreed to pay such fees and expenses expenses, or (bii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding, or (iii) the named parties to any such action action, claim or proceeding (including any impleaded parties) include both such Indemnified Party indemnified party and the Indemnifying Partyindemnifying party, and such Indemnified Party indemnified party shall have been advised by counsel in writing (a copy of which shall be delivered to the indemnifying party) that there is may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would be create a conflict of interest between such Indemnified Party and that counsel employed by the Indemnifying Party in indemnifying party could not faithfully represent the conduct of the defense of such action indemnified party. (in which In that case, if such Indemnified Party indemnified party notifies the Indemnifying Party indemnifying party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyindemnifying party, the Indemnifying Party indemnifying party shall not have the right to assume the defense of such action, claim or proceeding of behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). The indemnifying party shall not be liable for any settlement of any such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationeffected without its written consent.

Procedures. Each (a) Any Person desiring indemnification under this Article X and entitled thereto (an “Indemnified Party”) shall, promptly upon becoming aware thereof, give written notice thereof to the Party shall give notice obligated to each Indemnifying Party promptly after indemnify such Indemnified Party has actual knowledge of any claim as (such notified Party, the “Responsible Party”); provided that the failure to which indemnity may be sought, and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 notify shall not relieve the Indemnifying Responsible Party from of its obligations to indemnify such Indemnified Partyhereunder, except to the extent that the Responsible Party is actually prejudiced thereby. Such notice by such Indemnified Party shall state the amount of the claim, if known, and the method of computation thereof, the nature of such claim and a reference to the provision of this Agreement upon which such claim is based, all with reasonable particularity. (b) If a claim, action, suit or Proceeding by a Person other than a Party hereto (a “Third-Party Claim”) is made against any Indemnified Party's , and if such Indemnified Party intends to seek indemnification with respect thereto under this Article X, such Indemnified Party shall promptly notify the Responsible Party of such claims; provided that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudices prejudiced thereby. (c) With respect to any Third-Party Claim, the Indemnifying Responsible Party shall have thirty (30) days after receipt of such notice (or such shorter period as an answer or response is required in any Proceeding) to assume the conduct and control, at the expense of the Responsible Party's ability , of the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to defend against participate in such claimsettlement or defense through counsel chosen by such Indemnified Party and the fees and expenses of such counsel shall be borne by the Indemnified Party. Notwithstanding the foregoing, actionthe Responsible Party shall not be entitled to assume control of the defense as to any matter, and if subject to indemnification under this Article X, shall pay the reasonable fees and expenses of counsel selected and retained by the Indemnified Party, in connection with: (i) any Third-Party Claim seeking specific performance or other equitable remedies, (ii) any Third-Party Claim in which a conflict of interest exists between the Responsible Party and the Indemnified Party, or proceeding(iii) any Third-Party Claim with respect to which the Indemnified Party determines in good faith that the Losses relating to such claim are likely to exceed the maximum amount that the Indemnified Party would then be entitled and able (after taking into account the financial resources of the Responsible Party) to recover under the applicable provisions of this Article X (collectively, the “Litigation Control Conditions”). If the Indemnifying Indemnified Party elects to assume assumes the control of the defense in any action of such Third-Party Claim because the Third-Party Claim meets one or proceedingmore of the Litigation Control Conditions, an the Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct assume control of the defense of the Third-Party Claim but shall not thereby waive any right to indemnification therefor pursuant to this Agreement; provided, however, that the Indemnified Party shall not consent to an entry of judgment or settle such action (in Third-Party Claim without the prior written consent of the Responsible Party, which caseshall not be unreasonably withheld. The Responsible Party shall, if such it agrees and is reasonably expected to be able to pay the full amount thereof, be permitted independently to consent to an entry of judgment or settle any Third-Party Claim, provided that (i) the Responsible Party pays in full all monetary amounts due under the settlement, (ii) the settlement does not impose any non-monetary relief or future obligation on the Indemnified Party, and (iii) the settlement does not contain any findings of fact or an admission of liability or guilt on the part of the Indemnified Party. (d) Any Indemnified Party notifies shall cooperate in all reasonable respects with the Indemnifying Responsible Party and its attorneys in writing that it elects to employ separate counsel the investigation, trial and defense of any Third-Party Claim and any appeal arising therefrom and, at the expense of the Indemnifying Responsible Party, shall furnish such books, 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 the Indemnifying Responsible Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Partyand its agents and representatives to, in the defense of any such claim or litigation, shall, except with the consent of and reasonable retention by the Indemnified Party (of, books, records and information which consent will not be unreasonably withheld)have been identified by the Responsible Party as being reasonably relevant to such Third-Party Claim, consent and making employees available on a mutually convenient basis to entry provide additional information and explanation of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationmaterial provided hereunder.

Procedures. Each Indemnified Party shall give notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge (a) If any action, suit or proceeding (each, a “Proceeding”) is brought against any person in respect of any claim as to which indemnity may be soughtsought pursuant to either Section 6.1 or Section 6.2, such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the institution of such Proceeding and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, shall assume the defense of any such claim and any action or proceeding resulting therefromProceeding; provided, including however, that the employment of counsel and the payment of all expenses. The failure of any Indemnified to so notify such Indemnifying Party to give notice as provided in this Section 6.3 shall not relieve the such Indemnifying Party from its obligations any liability which it may have to indemnify such Indemnified PartyParty or otherwise, except to the extent the Indemnified Party's that such Indemnifying Party is materially prejudiced by such failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceedingnotify. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Such Indemnified Party shall have the right to employ separate its own counsel in any such action or proceeding and to participate in the defense thereofcase, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) shall be at the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include expense of such Indemnified Party and unless the employment of such counsel shall have been authorized in writing by such Indemnifying Party, and Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof or such Indemnified Party shall have been advised by reasonably concluded upon the written advice of counsel that there is may be one or would be a more defenses available to it that are different from, additional to or in conflict of interest between with those available to such Indemnified Party and the Indemnifying Party (in which case such Indemnifying Party shall not have the conduct right to direct that portion of the defense of such action (in which caseProceeding on behalf of the Indemnified Party, if but such Indemnified Party notifies the Indemnifying Party may employ counsel and participate in writing that it elects to employ separate the defense thereof but the fees and expenses of such counsel shall be at the expense of the such Indemnifying Party), the in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not assume be liable for the defense expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such action Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or proceeding on liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have fully reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least thirty (30) days’ prior notice of its intention to settle. No Indemnifying Party shall, without the prior written consent of any Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which such Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party's behalf). No , unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or culpability or a failure to act by or on behalf of such Indemnified Party. (b) If the indemnification provided for in this Section 6.3 is unavailable to an Indemnified Party under Section 6.1 or Section 6.2, or insufficient to hold such Indemnified Party harmless, in respect of any losses, damages, expenses, liabilities, claims or actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the defense of any such claim amount paid or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving payable by the claimant or plaintiff to such Indemnified Party as a result of such losses, damages, expenses, liabilities, claims or actions any amounts for which it would otherwise be liable under Section 6.1 or Section 6.2 (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and by the Holders, on the other hand, from the offering of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and of the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities, claims or actions, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Holders, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a release from all liability material fact or omission or alleged omission relates to information supplied by the Company or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such party in respect connection with investigating or defending any Proceeding. (c) The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in Section 6.3(b) above. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities giving rise to such claim contribution obligation and sold by such Holder were offered to the public exceeds the amount of any damages which it has otherwise been required to pay by reason of such untrue or litigationalleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (d) The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred. (e) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder, or the Company, or the Company’s officers or directors or any person controlling the Company and (iii) the sale of any Registrable Security by any Holder.

Procedures. Each Indemnified Party shall (a) The party seeking indemnification under this Article IX (the "INDEMNIFIED PARTY") agrees to give prompt notice (the "NOTICE OF CLAIM") to each Indemnifying Party promptly after such Indemnified Party has actual knowledge the party or parties from whom indemnification is sought (the "INDEMNIFYING PARTY") of the assertion of any claim as to claim, or the commencement of any suit, action or proceeding by a third party in respect of which indemnity may be soughtsought under this Article IX; PROVIDED, and HOWEVER, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Partyof any liability or obligation hereunder, except to the extent that the Indemnifying Party demonstrates that the defense of any third party suit, action or proceeding has been materially prejudiced by the Indemnified Party's failure to so notify actually prejudices give such notice. If such Notice of Claim relates to a suit, action or proceeding by a third party, the Indemnifying Party's ability Party may upon written notice given to defend against the Indemnified Party within 20 days of the receipt by the Indemnifying Party of such claimNotice of Claim, assume control of the defense of such action, suit or proceedingproceeding with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party elects does not so assume control of such defense or if the Indemnifying Party fails to assume give reasonable written assurance to the defense in any action or proceedingIndemnified Party of Indemnifying Party's financial capacity to defend and/or provide indemnification as required hereby, an the Indemnified Party shall have the right to employ separate counsel in control such action or proceeding and to defense. The party not controlling such defense may participate in the defense thereoftherein at its own expense; PROVIDED THAT, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) if the Indemnifying Party has agreed to pay assumes control of such fees defense and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be exists a conflict of interest between such the interests of the Indemnified Party and those of the Indemnifying Party in the conduct of the defense of with respect to such action (in which caseclaim, or if such Indemnified Party notifies the Indemnifying Party shall fail to assume responsibility for such defense, the Indemnified Party may retain counsel satisfactory to it and the reasonable fees and expenses of counsel to the Indemnified Party shall be considered Losses for purposes of this Agreement. Notwithstanding anything to the contrary contained herein, in writing the event that Buyer determines in its reasonable judgment that there is a probability that a claim may materially adversely affect it elects or the Purchased Assets or its rights under this Agreement other than as a result of monetary damages for which it would be entitled to employ separate counsel at the expense of indemnification under this Agreement, then Buyer may, by written notice to the Indemnifying Party, assume the exclusive right to defend such claim and the reasonable fees and expenses of counsel shall be considered Losses for purposes of this Agreement. Seller and the Shareholders hereby acknowledge that any claim involving taxes or Seller's Intellectual Property shall be deemed to satisfy the requirements for Buyer to assume the defense of any related claims. In all such cases, Seller and the Shareholders will have the right to participate, at Seller's expense, in the defense or settlement of such claim. The party controlling such defense 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. (b) The Indemnifying Party shall not assume the defense agree to any settlement of such action any action, suit or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in without the defense of any such claim or litigation, shall, except with the prior written consent of the Indemnified Party (Party, which consent will shall not be unreasonably withheld)withheld or delayed. For purposes hereof, the Indemnified Party's withholding of its consent to entry of any judgment, or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such the Indemnified Party of a complete irrevocable release from all liability in respect to such claim or litigationlitigation or which requires action (or limits action) other than the payment of money by the Indemnifying Party shall be deemed to be reasonable. (c) In the event that an Indemnified Party seeks indemnification for Losses pursuant to this Article IX, the procedures in this subsection (c) shall also apply. Within 30 days after delivery of a Notice of Claim, the Indemnifying Party shall provide to the Indemnified Party a written response (the "RESPONSE NOTICE") in which the Indemnifying Party must either: (i) agree that some or all of the Losses claimed should be indemnified and, in the case of any Losses claimed and not so agreed to, contest such claimed amount, or (ii) contest all of the Losses claimed. The Indemnifying Party may contest such claimed amount of Losses only based upon a good faith belief that all or such portion of such claimed amount does not constitute Losses for which the Indemnified Party is entitled to indemnification hereunder. If no such Response Notice is delivered by the Indemnifying Party within such 30-day period, the Indemnifying Party shall be deemed to have agreed that all of the claimed amount should be indemnified. Any such amount agreed to, or so deemed to be agreed to, by the Indemnifying Party pursuant to clause (i) or (ii) of this subsection (c) or otherwise pursuant to this Agreement being referred to herein as an "AGREED AMOUNT." (d) If the Indemnifying Party in the Response Notice contests all or part of the claimed amount (thereupon, the "CONTESTED AMOUNT"), the Indemnifying Party and the Indemnified Party shall attempt promptly and in good faith to agree upon the rights of the parties with respect to the Contested Amount. If the Indemnifying Party and the Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if such agreement provides that all or a portion of the contested Amount is to be paid to the Indemnified Party (all or such portion of such Contested Amount to be so paid to the Indemnified Party being also referred to herein as an "AGREED AMOUNT"), the Indemnifying Party shall make such payments in accordance with the terms of this Agreement. If no such agreement can be reached after good faith negotiation within 30 days of the delivery of the Indemnifying Party's Response Notice (or such longer period as the Indemnified Party and Indemnifying Party may mutually agree), the matter shall be settled by binding arbitration in accordance with Section 10.12 of this Agreement.

Procedures. Each (a) Any Person seeking indemnification under Section 6.2 (the "Indemnified Party") agrees to give prompt written notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 7.9. (b) If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall give notice to promptly notify each Indemnifying Party promptly after thereof in writing (including copies of all papers served with respect to such Indemnified Third Party has actual knowledge Claim), which notice shall describe in reasonable detail the nature of any claim as the Third Party Claim, an estimate of the amount of damages attributable to which indemnity may be sought, the Third Party Claim to the extent feasible and the Indemnifying Party may participate at its own expense in basis of the defense, or if it so elects, assume the defense of Indemnified Party's request for indemnification under this Agreement; provided that any failure to timely give such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from of any of its obligations to indemnify such Indemnified Party, under this Section 6 except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c) Any 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's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If the Indemnifying Party elects to assume the defense in any action or proceeding, an The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the expense of the Indemnified Party unless (ai) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has agreed failed to (d) If the Indemnifying Party fails to pay such fees and expenses assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of subparagraph (c), or (b) if the named parties to any such action or proceeding (including any impleaded parties) include such Indemnifying Party assumes the defense of the Indemnified Party pursuant to 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, and such 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 shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party pursuant to this Section, and the Indemnifying Party in shall bear its own costs and expenses with respect to such participation. (e) Notwithstanding the conduct other provisions of the defense of such action (in which casethis Section 6.3, if such Indemnified Party notifies the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 6.3 and if such dispute is resolved in writing that it elects to employ separate counsel at the expense favor of the Indemnifying Party, the Indemnifying Party shall not assume be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 6.3 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. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to the Indemnified Party under this Section 6, the (g) In the event a Third Party Claim is brought in which the liability as between the Partnership and any or all Contributors is alleged to be joint (it being agreed that any Third Party Claim related to a Pre-Closing Contingent Liability shall be deemed joint) or in which the entitlement to indemnification under this Section 6 has not been determined, the Partnership and the appropriate Contributors shall cooperate in the joint defense of such action or proceeding on Third Party Claim and shall offer to each other such Indemnified Party's behalf). No Indemnifying Party, assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim matter. Such joint defense shall be under the general management and supervision of the party which is expected to bear the greater share of the liability, unless otherwise agreed; provided, however, that neither party shall settle or litigation, shall, except with compromise any such joint defense matter without the consent of the Indemnified Party (other, which consent will shall not be unreasonably withheld)withheld or delayed. Any uninsured costs of such joint defense shall be borne as the parties may agree, consent to entry provided, however, that in the absence of any judgmentsuch agreement, or enter into any settlement that does not include as an unconditional term thereof the giving defense costs shall be borne by the claimant or plaintiff party incurring such costs; provided, further, that, if it is determined that one party was entitled to indemnification under this Section 6, the other party shall reimburse the party entitled to indemnification for all of its costs incurred in connection with such Indemnified Party of a release from all liability in respect to such claim or litigationdefense.

Procedures. Each (a) In case any claim is made, or any suit or action is commenced, against a Party, its Affiliates and their respective officers, directors and employees (the "Indemnified Party") in respect of which indemnification may be sought by it under this Article XVIII, the Indemnified Party shall promptly give the other Party (the "Indemnifying Party") notice to each Indemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, thereof and the Indemnifying Party may shall be entitled to participate at its own expense in the defensedefense thereof and, or if it so elects, assume with prior written notice to the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give given not later than twenty (20) days after the delivery of the applicable notice as provided in this Section 6.3 shall not relieve from the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices assume, at the Indemnifying Party's ability expense, the defense thereof, with counsel reasonably satisfactory to defend against such claim, action, or proceedingIndemnified Party. If After notice from the Indemnifying Party elects to such Indemnified Party of its election so to assume the defense thereof, except as set forth in Section 18.3(b), the Indemnifying Party shall not be liable to such Indemnified Party under this Section for any action attorneys' fees or proceedingother expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, an other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ separate its own counsel in if the Indemnifying Party elects to assume such action or proceeding and to participate in the defense thereofdefense, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the Indemnified Party's expense, unless (ai) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has agreed not employed counsel to pay take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such fees and expenses defense, thereafter ceases its defense of such action, or (biii) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel has reasonably concluded that there is may be defenses available to it which are different from or would be a conflict of interest between such Indemnified Party and additional to those available to the Indemnifying Party (in which case the conduct of Indemnifying Party shall not have the right to direct the defense of such action (on behalf of the Indemnified Party), in any of which case, if such events the attorneys' fees and expenses of counsel to the Indemnified Party notifies shall be borne by the Indemnifying Party. (c) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, or participate in, the defense of any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in writing respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages for which the Indemnified Party will be fully indemnified hereunder, but shall not agree to any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that it elects any failure of an Indemnified Party to employ separate counsel at consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), 70 and (ii) the expense Indemnified Party may settle or compromise any such claim, suit or action solely for an amount not exceeding One Thousand Dollars ($1,000), but shall not settle or compromise any other matter without the prior written consent of the Indemnifying Party, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will shall not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

Procedures. Each Indemnified (a) If any Person who or which is entitled to seek indemnification under SECTION 9.2 (an "INDEMNIFIED PARTY") receives notice of the assertion or commencement of any Third-Party shall give notice to each Indemnifying Party promptly after Claim against such Indemnified Party has actual knowledge with respect to which the Person against whom or which such indemnification is being sought (an "INDEMNIFYING PARTY") is obligated to provide indemnification under this Agreement, the Indemnified Party will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after receipt of such written notice of such Third-Party Claim. Such notice by the Indemnified Party will describe the Third-Party Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably estimable, of the Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have the right to participate in, or, by giving written notice to the Indemnified Party, to assume, the defense of any claim Third-Party Claim at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (which will be reasonably satisfactory to the Indemnified Party), and the Indemnified Party will cooperate in good faith in such defense. (b) If, within 30 days after giving notice of a Third-Party Claim to an Indemnifying Party pursuant to SECTION 9.3(a), an Indemnified Party receives written notice from the Indemnifying Party that the Indemnifying Party has elected to assume the defense of such Third-Party Claim as provided in the last sentence of SECTION 9.3(a), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; PROVIDED, HOWEVER, that if the Indemnifying Party fails to which indemnity take reasonable steps necessary to defend diligently such Third-Party Claim within twenty days after receiving written notice from the Indemnified Party, the Indemnified Party may be soughtassume its own defense, and the Indemnifying Party may participate at its own expense will be liable for all reasonable costs and expenses paid or incurred in connection therewith (if the defenseIndemnifying Party is obligated to provide indemnification under this Agreement with respect to the underlying Third-Party Claim); PROVIDED, HOWEVER, that the Indemnifying Party shall not be liable for the costs and expenses of more than one counsel for all Indemnified Parties in any one jurisdiction. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third-Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or if it so electswhich provides for injunctive or other non-monetary relief applicable to the Indemnified Party, assume or does not include an unconditional release of all Indemnified Parties. If a firm offer is made to settle a Third-Party Claim without leading to liability or the defense creation of any such claim and any action a financial or proceeding resulting therefrom, including other obligation on the employment part of counsel the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder and the payment of all expenses. The failure of any Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give written notice to the Indemnified Party to give notice as provided that effect. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and, in this Section 6.3 shall not relieve such event, the maximum liability of the Indemnifying Party from its obligations as to indemnify such Third-Party Claim will not exceed the amount of such settlement offer. The Indemnified PartyParty will provide the Indemnifying Party with reasonable access during normal business hours to books, except to the extent records and employees of the Indemnified Party's failure to so notify actually prejudices Party necessary or desirable in connection with the Indemnifying Party's ability defense of any Third-Party Claim which is the subject of a claim for indemnification by an Indemnified Party hereunder. If the Sellers elect to defend against such claimassume the defense as Indemnifying Parties of a Third-Party Claim, actionthen the Sellers shall be entitle to pay the applicable defense costs out of the Escrow Amount, or proceedingif they pay such costs then to be reimbursed for such costs, and the Buyer shall execute with Sellers such direction to the Escrow Agent to effect such result. (c) Any claim by an Indemnified Party on account of Damages which does not result from a Third-Party Claim (a "DIRECT CLAIM") will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of 30 days within which to respond in writing to such Direct Claim. If the Indemnifying Party elects to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in does not so respond within such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party30 day period, the Indemnifying Party shall not assume the defense of will be deemed to have rejected such action or proceeding on such Indemnified Party's behalf). No Indemnifying Partyclaim, in the defense of any such claim or litigation, shall, except with the consent of which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (which consent will not be unreasonably withheldd) A failure to give timely notice or to include any specified information in any notice as provided in SECTION 9.3(a), consent 9.3(b) or 9.3(c) (in contrast to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability notice deadlines in respect to such claim or litigation.SECTION 9.1 and SECTION

Procedures. Each (a) In order for any Buyer Indemnitee or Seller Indemnitee (each, an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party must notify the Party which may be required to indemnify the Indemnified Party therefor (the “Indemnifying Party”) in writing (and in reasonable detail) of the Third-Party Claim within fifteen (15) Business Days after receipt by such Indemnified Party of notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim. (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 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 to each of the Third-Party Claim as provided above). If the Indemnifying Party promptly after chooses to defend or prosecute a Third-Party Claim, all the Indemnified Parties shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third-Party Claim, and making employees available on 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 has actual knowledge 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 Third-Party Claim and that would not otherwise adversely affect the Indemnified Party. (c) Notwithstanding Section 11.7(b), the Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim as if any of the following conditions are not satisfied: (i) the Indemnifying Party shall acknowledge in writing that it shall be fully responsible, subject to which indemnity may Sections 11.2(b) and 11.9, for all Losses relating to such proceeding; (ii) the Indemnifying Party must diligently defend such proceeding; (iii) the Indemnifying Party must furnish the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the financial resources of the Indemnifying Party (or the funds available in the Escrow Account), in the Indemnified Party’s reasonable judgment, are and will be soughtsufficient (when considering Losses in respect of all other outstanding claims) to satisfy any Losses relating to such proceeding; and (iv) such proceeding shall not involve criminal actions or allegations of criminal conduct by the Indemnifying Party, and shall not involve claims for specific performance or other equitable relief; and (v) there does not exist, in the Indemnified Party’s good faith judgment based on the advice of outside legal counsel, a conflict of interest which, under applicable principles of legal ethics, would reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party may participate at its own expense in such proceeding. (d) In the defenseevent any Indemnified Party should have a claim against any Indemnifying Party under Section 11.2 or Section 11.3 that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, or if it so elects, assume the defense Indemnified Party shall deliver notice of any such claim with reasonable promptness to the Indemnifying Party and in any action or proceeding resulting therefromevent prior to the expiration of the underlying representations and warranties, including the employment of counsel and the payment of all expensesif applicable. The failure of by any Indemnified Party so to give notice as provided in this Section 6.3 notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations any liability that it may have to indemnify such Indemnified PartyParty under Section 11.2 or Section 11.3, except to the extent the Indemnified Party's failure to so notify actually prejudices that the Indemnifying Party's ability to defend against Party demonstrates that it has been actually and materially prejudiced by such claim, action, or proceedingfailure. If the Indemnifying Party elects disputes its liability with respect to assume the defense in any action or proceeding, an Indemnified Party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed to pay such fees and expenses or (b) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyclaim, the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved through arbitration proceedings (which consent will and not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation) consistent with Section 12.8.

Procedures. Each If any third party shall notify any member of the Buyer Group or any member of the Seller Group, as the case may be (an "Indemnified Party"), with respect to any matter which may give rise to a claim for indemnification against Sellers or Buyers, as the case may be (the "Indemnifying Party"), under this Article IV, then the Indemnified Party shall give notice to notify each Indemnifying Party promptly after such thereof promptly; provided, however, that no delay on the part of the Indemnified Party has actual knowledge of in notifying any claim as to which indemnity may be sought, and the Indemnifying Party may participate at its own expense in the defense, or if it so elects, assume the defense of any such claim and any action or proceeding resulting therefrom, including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided in this Section 6.3 shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except any Liability or Obligation hereunder unless (and then solely to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceeding. If extent) the Indemnifying Party elects to assume thereby is damaged. If any Indemnifying Party notifies the defense in any action or proceeding, an Indemnified Party shall have within 15 days after the right to employ separate counsel in such action or proceeding and to participate in Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel unless (a) the Indemnifying Party has agreed will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to pay such fees and expenses or the Indemnified Party, (b) the named parties Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the reasonable fees and expenses of the separate co-counsel if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the defendants in, or targets of, any such action or proceeding (including any impleaded parties) include such both an Indemnified Party and the an Indemnifying Party, and such the Indemnified Party shall have been advised by counsel reasonably concluded that there is may be legal defenses available to it or would be a conflict of interest between such to other Indemnified Party and Parties which are different from or additional to those available to the Indemnifying Party in the conduct of the defense of such action (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, case the Indemnifying Party shall not assume have the right to direct the defense of such action or proceeding on such behalf of the Indemnified Party's behalf); or (iii) CLI shall authorize a Seller to employ separate counsel as the expense of CLI. No and (c) the Indemnifying PartyParty will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the defense of any such claim or litigationmatter releases the Indemnified Party from all Liability with respect thereto, shall, except with without the written consent of the Indemnified Party (which not to be withheld unreasonably); provided that no consent will of an Indemnified Party shall be necessary for the settlement of a matter where such a release is obtained and such settlement does not be unreasonably withheld)require the Indemnified Party to take any action or refrain from taking any action. If an Indemnifying Party does not notify the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter, consent to entry of any judgmentthe Indemnified Party may defend against, or enter into any settlement that does not include as an unconditional term thereof with respect to, the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability matter in respect to such claim or litigationany manner it reasonably may deem appropriate.

Procedures. Each Indemnified (a) In order for a Person to be entitled to any indemnification provided for under this ARTICLE X in respect of, arising out of or involving a claim made by any Person against the indemnified party (a “Third-Party Claim”), such indemnified party must notify the indemnifying party (which in the case of Sellers, shall give notice to each Indemnifying be Sellers’ Representative) in writing of the Third-Party Claim promptly after receipt by such Indemnified indemnified party of written notice of the Third-Party has actual knowledge Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of any claim as such failure. (b) If a Third-Party Claim is made against an indemnified party, the indemnifying party shall be entitled to which indemnity may be sought, and the Indemnifying Party may participate at its own expense in the defensedefense thereof and, or if it so electschooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that the indemnifying party shall not be entitled to assume the defense of any Third-Party Claim if (i) the indemnified party shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the indemnifying party, and, in the reasonable opinion of the indemnified party, counsel for the indemnifying party could not adequately represent the interests of the indemnified party because such claim and any action interests could be in conflict with those of the indemnifying party, (ii) such Third-Party Claim involves injunctive or proceeding resulting therefromother non-monetary relief (provided, including however, that if such Third-Party Claim includes a request for injunctive or other non-monetary relief, the employment indemnifying party may assume the defense of counsel and such Third-Party Claim so long as the payment indemnified party has joint control of all expenses. The failure the defense of any Indemnified the portion of such Third-Party Claim relating to give notice as provided in this Section 6.3 the request for injunctive or other non-monetary relief) or (iii) the indemnifying party shall not relieve have assumed the Indemnifying defense of such Third-Party from its obligations to indemnify Claim in a timely fashion (but in any event within 30 days of written notice of such Indemnified Party, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such claim, action, or proceedingThird-Party Claim). If the Indemnifying Party elects to assume indemnifying party assumes such defense, the defense in any action or proceeding, an Indemnified Party indemnified party shall have the right to employ separate counsel in such action or proceeding and to participate in the defense thereofthereof and to employ counsel, but at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such Indemnified Party defense. The indemnifying party shall pay be liable for the fees and expenses of such separate counsel unless (a) employed by the Indemnifying 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 has agreed to pay such fees Claim, the indemnifying party shall keep the indemnified party reasonably apprised of the status of the Third-Party Claim and expenses or (b) shall furnish the named parties to any such action or proceeding indemnified party with copies of all notices and documents (including any impleaded partiescourt papers) include such Indemnified received by the indemnifying party relating to the Third-Party Claim, and the Indemnifying Party, indemnified party shall use its commercially reasonable efforts to cooperate (at the indemnifying party’s sole cost and such Indemnified Party shall have been advised by counsel that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party expense) in the conduct of defense or prosecution thereof. If the indemnifying party assumes the defense of a Third-Party Claim, the indemnifying party shall not admit any liability with respect to, or settle, compromise or discharge, such action (in which caseThird-Party Claim without the indemnified party’s prior written consent; provided, if such Indemnified however, that the indemnified party shall agree to any settlement, compromise or discharge of a Third-Party notifies Claim that the Indemnifying Party in writing indemnifying party may recommend and that it elects by its terms obligates the indemnifying party to employ separate counsel at pay the expense full amount of the Indemnifying Partyliability in connection with such Third-Party Claim, which releases the Indemnifying Party shall not assume the defense of such action or proceeding on such Indemnified Party's behalf). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to entry of any judgment, or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release indemnified party completely and unconditionally from all liability in respect connection with such Third-Party Claim and that would not otherwise adversely affect the indemnified party. (c) In the event any indemnified party should have a claim against any indemnifying party under this ARTICLE X that does not involve a Third-Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party may make such claim directly against any indemnifying party by delivering written notice of such claim to the indemnifying party. If the indemnifying party does not notify the indemnified party within 10 Business Days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under this ARTICLE X, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under this ARTICLE X and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or litigationany portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. (d) No Person shall be entitled to indemnification under Section 10.3 or Section 10.4 unless it shall have given the Party from which indemnity is sought written notice of the Liabilities for which it seeks indemnification (which notice may be, in the case of Third-Party Claims, notice under Section 10.6(a), and in the case of direct claims, notice under Section 10.6(c)) within the applicable Survival Period.