Common use of Procedures Clause in Contracts

Procedures. (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 thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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 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. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Procedures. (ai) In case the event that any claim is made, VoiceStream Indemnified Party or any suit or action is commenced, against either party WWC Indemnified Party (the “each an "Indemnified Party”") shall sustain or incur any Losses in respect of which indemnification may be sought by it under such Indemnified Party pursuant to this Article 17Section 2, the Indemnified Party shall promptly give assert a claim for indemnification by giving prompt notice to the other applicable indemnifying party (the “"Indemnifying Party”) under Section 2 and shall thereafter keep the Indemnifying Party reasonably informed with respect thereto; provided that failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall not relieve the Indemnifying Party of any of its obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure. Upon the Indemnifying Party's receipt of such notice, the Indemnifying Party shall have the right to assume, conduct and control the defense, compromise or settlement thereof, by written notice to the Indemnified Party of its intention to do so within thirty (30) days after receipt of the notice, with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party's own expense, and thereupon to prosecute in the name and on behalf of the Indemnified Party any available cross-claims, counter-claims or third-party claims arising with respect to the claim. If the Indemnifying Party shall assume the defense of such claim, it shall not settle such claim unless such settlement 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 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 entitled bound by any determinations made in any litigation with respect to participate in such claim or any 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 thereof andof any claim, with prior written notice the Indemnifying Party shall advance to 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 to such Indemnified Party any 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 reasonable attorneys’ ' fees or and other costs and expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of any such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Partyor proceeding. (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 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Procedures. Each party entitled to indemnification under this Agreement (aeach, an "Indemnified Party") In case any claim is made, or any suit or action is commenced, against either shall give notice to the party required to provide indemnification (the “"Indemnifying Party") promptly after such Indemnified Party”) in respect Party has actual knowledge of any Claim as to which indemnification indemnity may be sought sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by it under this Article 17the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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 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. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to a conflict of interest between the Indemnifying Party (and the Indemnified Party in such action, in which case the Indemnifying Party fees and expenses of one such counsel for all Indemnified Parties shall not have be at the right to direct the defense of such action on behalf expense of the Indemnified Indemnifying Party), in and provided further that the failure of any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. (c) The Indemnifying Party shall promptly notify the Indemnified Party if to give notice as provided herein shall not relieve 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 respect of which payments may be sought by the Indemnified Party hereunder, and (i) obligations under this Agreement unless the Indemnifying Party may settle is materially prejudiced thereby. No Indemnifying Party, in the investigation or compromise defense of any such claimClaim shall, suit or action solely for except with the payment of money damages, but shall not agree to any other settlement or compromise without the prior written consent of the each Indemnified Party, Party (which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to or delayed), consent to entry of any judgment or enter into any settlement or compromise involving relief other than monetary damages shall which does not be deemed to be unreasonably withheld), and (ii) include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may settle or compromise any reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of 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, which consent shall not be unreasonably withheldClaim.

Procedures. Any Indemnified Party shall notify the Indemnifying Party (awith reasonable detail) In case any promptly after it becomes aware of facts supporting a claim is made, or any suit or action is commenced, against either party (the “Indemnified Party”) in respect of for which indemnification may be sought by it is provided under this Article 17VIII, 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. Subject to Section 8.2(c)(iv), the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and failure to so notify or provide information to the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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 relieve the Indemnifying Party of any liability that it may have to such any Indemnified Party of its election so Party, except to assume the defense thereof, extent that the Indemnifying Party will not be liable to such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred demonstrates that it has been materially prejudiced by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expensefailure to give such notice, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have be relieved from its obligations under this Agreement to the right to direct the defense extent 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. (c) material prejudice. The Indemnifying Party shall promptly notify participate in and defend, contest or otherwise protect the Indemnified Party if against any such claim or action by counsel of the Indemnifying Party’s choice at the Indemnifying Party’s sole cost and expense; provided, however, that 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 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 make any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld Party (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying 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 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 the Indemnified Party’s own expense in the defense thereof by counsel of the Indemnified Party’s choice; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel for the Indemnified Party if (a) the Indemnifying Party has agreed to pay such fees and expenses, or (b) counsel for the 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 amounts paid as the result of such suit, action, investigation, claim or proceeding.

Procedures. (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 Each Indemnified Party shall give notice to each Indemnifying Party promptly give the other party (the “Indemnifying Party”) notice thereof after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnifying Party shall be entitled to may participate at its own expense in the defense, or if it so elects, assume the defense thereof andof any such claim and any action or proceeding resulting therefrom, with prior written 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 given not later than twenty (20) days after the delivery of the applicable notice, Party's failure to assume, at so notify actually prejudices the Indemnifying Party’s expense's ability to defend against such claim, the defense thereofaction, with counsel reasonably satisfactory to such Indemnified Partyor proceeding. After notice from If the Indemnifying Party to such Indemnified Party of its election so elects to assume the defense thereofin any action or proceeding, 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. (b) The an Indemnified Party shall have the right to employ its own separate counsel if in such action or proceeding and to participate in the Indemnifying Party elects to assume such defensedefense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (iia) the Indemnifying Party has not employed 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 to take charge that there is or would be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such actionaction (in which case, or (iii) the if such Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to notifies the Indemnifying Party (in which case writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to direct assume the defense of such action or proceeding on behalf of the such Indemnified Party's behalf), in any of which event attorneys’ fees and expenses shall be borne by the . No 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, of any such claimclaim or litigation, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify shall, except with 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, Party (which consent shall will not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) 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 may settle of a release from all liability in respect to such claim 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, which consent shall not be unreasonably withheldlitigation.

Procedures. (a) In case If any claim is made, or action shall be brought against any suit or action is commenced, against either party (the “Indemnified Party”) Party in respect of which indemnification indemnity may be sought by it under pursuant to this Article 17Agreement, the such Indemnified Party shall promptly give notify the other party (the “Indemnifying Party”) notice thereof Party in writing, and the Indemnifying Party shall be entitled have the right to participate in assume the defense thereof and, with prior written notice to 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 of its own choosing reasonably satisfactory acceptable to such Indemnified Party. After notice from the Indemnifying Party 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. (b) The Such Indemnified Party shall have the right to employ its own separate counsel if in any such action and participate in the Indemnifying Party elects to assume such defensedefense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party’s expense, unless Party except to the extent that (ia) the employment of such counsel thereof has been specifically authorized in writing by the Indemnifying PartyParty in writing, (iib) the Indemnifying Party has not employed counsel to take charge failed after a reasonable period of the defense within twenty (20) days after delivery of the applicable notice or, having elected time to assume such defensedefense and to employ counsel, thereafter ceases its defense (c) in such action there is, in the reasonable opinion of such actionseparate counsel, or (iii) a material conflict on any material issue between the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to 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 not have be responsible for the right to direct the defense of such action on behalf of the Indemnified Party), in any of which event attorneys’ reasonable fees and expenses shall of no more than one such separate counsel. The Indemnifying Party will not be borne liable to any Indemnified Party under this Agreement (a) for any settlement by an Indemnified Party effected without 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 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 ’s prior written consent of the Indemnified Partyconsent, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed or (b) to the extent, but only to the extent, that any Loss is attributable to any Indemnified Party’s breach of any of the representations, warranties, covenants or agreements made by such Indemnified Party in this Agreement or in any Ancillary Document. If the Indemnifying Party assumes the defense of any action against any Indemnified Party, the Indemnifying Party shall not, without such Indemnified Party’s prior written consent, enter into any settlement 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 an unconditional written release by the claimant or plaintiff of such Indemnified Party from all liability with respect to such action or (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. (a) In case any claim is made, or any suit or action is commenced, against either A party seeking indemnification under the Agreement (the “Indemnified Party”) in respect of which indemnification may be shall give prompt notice to the party against whom indemnity is sought by it under this Article 17, the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought under and will provide the Indemnifying Party such information and documents with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall be entitled not relieve the Indemnifying Party of its obligations, except to participate in 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 thereof andof, with prior written notice at its own expense and by its own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party given not later than twenty (20) days after Party), any matter involving the delivery asserted liability of the applicable noticeIndemnified Party (“Asserted Liabilities”), subject to assume, at the limitations set forth herein. If the Indemnifying Party 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 expense, business or an injunctive or other equitable relief against the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from Notwithstanding an election by the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereofof such action or proceeding, 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. (b) The Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such action or proceeding at its own counsel if expense. Notwithstanding anything herein to the contrary, the Indemnifying Party elects shall not be entitled to assume control of such defensedefense but shall pay for the reasonable fees, but the fees costs and expenses of such counsel shall be at the Indemnified Party’s expenselegal counsel, unless which counsel shall be reasonably satisfactory to the Indemnifying Party, if (i) the employment of such counsel has been authorized claim for indemnification relates to or arises in writing by the Indemnifying Partyconnection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnifying Indemnified Party has not employed been advised by counsel to take charge that a reasonable likelihood exists of a conflict of interest between the defense within twenty (20) days after delivery of Indemnifying Party, on the applicable notice orone hand, having elected to assume such defenseand the Indemnified Party, thereafter ceases its defense of such actionon the other hand, or (iii) the Indemnifying Party failed or is failing to prosecute or defend such claim. If the Indemnified Party has reasonably concluded that there may be defenses available intends to it which are different from compromise, settle or additional to those available to defend any Asserted Liability in accordance with the immediately preceding sentence or after the Indemnifying Party (in which case the Indemnifying Party shall not have the right has declined to direct exercise its option to assume the defense of such action on behalf of an Asserted Liability, the Indemnified Party), in any of which event attorneys’ fees and expenses 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 claimdo so, suit or action against and the Indemnifying Party agrees to cooperate fully with the Indemnified Party and its counsel in respect of which payments may be sought by the compromise or settlement of, or defense against, any such Asserted Liability; provided, however, that 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 such Asserted Liability without the prior 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 records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Procedures. (a) In case Each Indemnified Party shall promptly notify the Indemnifying Party of any claim is made, or any suit or action is commenced, against either party (the “Indemnified Party”) Claim 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”) is entitled to be indemnified hereunder. Such notice thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to given as soon as is reasonably practicable after the Indemnified Party given becomes aware of each Claim; provided, however, that failure to give prompt notice shall not later than twenty (20) days after adversely affect any Claim for indemnification hereunder except to the delivery of the applicable notice, to assume, at extent the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory ability to such Indemnified Partycontest any Claim by any third-party is materially adversely affected. After notice from the The Indemnifying Party 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. (b) The Indemnified Party shall have the right right, but not the obligation, at its expense, to employ its own counsel if contest, defend, and litigate, and to control the Indemnifying Party elects to assume such contest, defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expenseor litigation of, unless (i) the employment of such counsel has been authorized in writing any Claim by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, any third-party alleged or (iii) the asserted against any Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (arising out of any matter in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any respect of which event attorneys’ fees and expenses shall such Indemnified Party is entitled to be borne by the Indemnifying Party. (c) indemnified hereunder. The Indemnifying Party shall promptly notify the such 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 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. If the Indemnifying Party exercises such right in respect accordance with the provisions of which payments this Article 12 and any Indemnified Party notifies the Indemnifying Party that it desires to retain separate counsel in order to participate in or proceed independently with such contest, defense, or litigation, such Indemnified Party may be sought by do so at its own expense. If the Indemnifying Party fails to exercise its rights set forth in the third sentence of this paragraph, then the Indemnifying Party will reimburse the Indemnified Party hereunderfor its reasonable costs and expenses incurred in connection with the contest, and (i) the Indemnifying Party may settle defense, or compromise any litigation of 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheldClaim.

Procedures. (a) In case any claim is made, or any suit or action is commenced, against either Each party entitled to indemnification under this Agreement (the “"Indemnified Party”") in respect shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnification indemnity may be sought sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by it under this Article 17the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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 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. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to a conflict of interest between the Indemnifying Party (and the Indemnified Party in such action, in which case the Indemnifying Party fees and expenses of one such counsel for all Indemnified Parties shall not have be at the right to direct the defense of such action on behalf expense of the Indemnified Indemnifying Party), in and provided further that the failure of any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. (c) The Indemnifying Party shall promptly notify the Indemnified Party if to give notice as provided herein shall not relieve 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 obligations under this Agreement except 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) extent that the Indemnifying Party may settle is prejudiced thereby. No Indemnifying Party, in the investigation or compromise defense of any such claimClaim shall, suit or action solely for except with the payment of money damages, but shall not agree to any other settlement or compromise without the prior written consent of the each Indemnified Party, Party (which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to or delayed), consent to entry of any judgment or enter into any settlement or compromise involving relief other than monetary damages shall which does not be deemed to be unreasonably withheld), and (ii) the Indemnified Party may settle or compromise any such claim, suit or action solely for include an amount not exceeding One Thousand Dollars ($1,000), but shall not settle or compromise any other matter without the prior written consent unconditional release of the Indemnifying Party, which consent Party from all liability in respect to such Claim. Each Indemnified Party shall not furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be unreasonably withheldreasonably required in connection with the investigation and defense of such Claim.

Procedures. (a) In case any claim is made, or any suit or action is commenced, against either party A Person seeking indemnification (the “Indemnified Party”) in respect of under Section 7.1 shall give prompt written notice to the other Person or Persons against which indemnification may be sought by it under this Article 17, the Indemnified Party shall promptly give the other party hereunder (such Person or Persons being referred to herein as the “Indemnifying Party”) of the assertion of any claim in respect of which indemnity may be sought hereunder. Such notice thereof shall include a description of the claim and the nature and amount of the applicable Loss, to the extent known at such time. The failure of an Indemnified Party to notify the Indemnifying Party on a timely basis will not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such action is materially prejudiced by the Indemnified Party’s failure to give such notice. The Indemnified Party shall provide the Indemnifying Party with copies of all papers and official documents received in connection with any Claims for which indemnity is sought hereunder and such other information with respect thereto as the Indemnifying Party may reasonably request. The Indemnified Party and the Indemnifying Party shall keep each other informed of any facts or circumstances that may be entitled to participate of material relevance in connection with the defense thereof and, with prior written notice to the Indemnified Loss for which indemnification is sought. (b) The Indemnifying Party given not later than twenty (20) days after the delivery of the applicable notice, to may assume, at the Indemnifying Party’s sole cost and expense, the defense thereof, with counsel reasonably satisfactory of any Claim for which indemnity is sought hereunder by giving written notice thereof to such the Indemnified Party. After notice from Party within thirty (30) calendar days after the Indemnifying Party Party’s receipt of a notice provided pursuant to such Indemnified Party of its election so to assume Section 7.2(a). Upon assuming the defense thereofof a Claim, the Indemnifying Party will not be liable may appoint as lead counsel in the defense of the Claim any legal counsel selected by the Indemnifying Party and reasonably acceptable to such the Indemnified Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred shall immediately deliver to the Indemnifying Party all original notices and documents (including court papers) received by such the Indemnified Party in connection with the Claim. Should the Indemnifying Party assume the defense thereof 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. (bc) The Without limiting Section 7.2(b), the Indemnified Party shall have be entitled to participate in, but not control, the right defense of the related Claim and to employ counsel of its own counsel if the Indemnifying Party elects to assume choice for such defensepurpose. However, but the fees and expenses of such counsel employment shall be at the Indemnified Party’s expense, own expense unless (i) the employment of such counsel thereof has been specifically authorized by the Indemnifying Party in writing 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 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 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 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 has not employed counsel to take charge or any other Person, as applicable, of the defense within twenty (20) days after delivery a full and unconditional release of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available all liability with respect to the Indemnifying Party (matters that are subject to such Claim. Except as set forth in which case this Section 7.2(d), the Indemnifying Party shall not have consent to the right to direct the defense entry 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. (c) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, judgment or participate in the defense of, enter into 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 settlement with 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 Claim without the prior written consent of the Indemnified Party, which such consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed 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. (iif) 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 exists, then the Indemnifying Party’s right to defend that Claim shall terminate and the Indemnified Party may settle or compromise assume the defense of, and settle, such Claim with counsel of its own choice and on such terms as the Indemnified Party deems appropriate, without 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 obligation to obtain the prior written consent of the Indemnifying Party. Additionally, which consent shall not the Indemnifying Party will be unreasonably withheldobligated to indemnify and hold harmless the Indemnified Party for such defense and settlement if the Indemnifying Party is determined to have breached its obligations under this Article VII with respect to such Claim and the Claim is subject to the indemnification provisions of this Article VII.

Procedures. Any party seeking indemnification under this Agreement (athe "Indemnified Party") In case shall promptly give the party from whom indemnification is sought (the "Indemnifying Party") written notice of any claim is madeor the commencement of any action or proceeding for which the Indemnified Party may seek indemnification, and the Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any suit or action litigation resulting from such claim, unless injunctive relief is commenced, sought against either party (the “Indemnified Party in which case the Indemnified Party shall have the right to join in any defense. The Indemnified Party”) 's failure to give the Indemnifying Party notice under this clause shall not preclude the Indemnified Party from seeking indemnification from the Indemnifying Party except to the extent that the Indemnified Party's failure has materially prejudiced the Indemnifying Party's ability to defend 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 a claim without obtaining a written release of the Indemnified Party from all liability in respect of which indemnification may be such claim or litigation. If the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, or if injunctive relief is sought by it under this Article 17against the Indemnified Party, the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof 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 be entitled to participate in the defense thereof and, with prior written notice to promptly reimburse the Indemnified Party given not later than twenty (20) days after Part for the delivery amount of the applicable noticeall reasonable expenses, to assumelegal or otherwise, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party 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 the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses against or settlement of such counsel shall be at the Indemnified Party’s expenseclaim or litigation. In addition, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case if the Indemnifying Party shall not have the right to direct assume the defense of any such action on behalf of claim or litigation resulting therefrom, or if injunctive relief is sought against the Indemnified Party), in any and if no settlement of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. (c) The claim or litigation is made, upon written demand therefor, the Indemnifying Party shall promptly notify reimburse the Indemnified Party if for the Indemnifying Party desires not amount of any judgment rendered with respect to assumesuch claim or in such litigation and for all reasonable expenses, legal or participate in the defense ofotherwise, 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 incurred by the Indemnified Party in respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle defense against such claim 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheldlitigation.

Procedures. (a) In case any claim is madeIf a Party seeks indemnification under this Article IX, or any suit or action is commenced, against either party such Party (the “Indemnified Party”) in respect of which indemnification may be sought by it under this Article 17, the Indemnified Party shall promptly give written notice to the other party Party (the “Indemnifying Party”) after receiving written notice of any action, lawsuit, proceeding, investigation, or other claim against it (if by a third party) or discovering the liability, obligation, or facts giving rise to such 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 shall not relieve the Indemnifying Party of its obligations 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 thereof andof such action, with prior written notice lawsuit, proceeding, investigation, or other claim giving rise to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, Party’s claim for indemnification at the Indemnifying Party’s expense, expense and option (subject to the limitations set forth below) and shall be entitled to control and appoint lead counsel of such defense thereof, with which shall be counsel reasonably satisfactory 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. After notice from Party for all Losses relating to such claim; and provided further that the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will shall 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. (b) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume control of such defense, but defense and shall pay the fees and expenses of such counsel shall 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 at materially detrimental to or injure the Indemnified Party’s expensereputation, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Partycustomer 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 has not employed counsel is also a party and joint representation would result in a conflict of interests or as to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected principal allegations there may be legal defenses available to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it 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 do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in which case any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the sole cost and expense of the Indemnified Party. If the Indemnifying Party shall not have the right to direct control 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. (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 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 obtain the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld) 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 may be made against the Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party.

Procedures. (a) In case Promptly after receipt by the Party seeking indemnification of notice of the assertion by any claim is madethird party of a Claim that may give rise to an Indemnifiable Loss or otherwise relates to the matters contemplated by this Section 3.2, or the commencement of any suit action or action is commencedproceeding with respect thereto (a “Claim”), against either party 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 case may be, the “Indemnified PartyIndemnitee”) in respect of which indemnification may be sought by it under this Article 17, the Indemnified Party shall promptly give notify the other party Party (the “Indemnifying Party”) notice thereof in writing thereof; provided that the omission to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to the Indemnitee, except to the extent and only to the extent that the Indemnifying Party 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 and, with prior written notice to 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 the Indemnitee after notice from to the Indemnifying Party to such Indemnified Party Indemnitee of its election so to assume and undertake the defense thereof, the . The Indemnifying Party will shall not be liable to such Indemnified Party the Indemnitee under this Section 3.2 for any attorneys’ fees or other legal expenses subsequently incurred by such Indemnified Party the Indemnitee in connection with the defense thereof other than reasonable costs of investigation. ; provided that (bi) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects has failed to assume such defense, but the fees defense and expenses of such employ counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, or (ii) if the defendants in any such Claim include both the Indemnifying Party has not employed counsel to take charge of and the defense within twenty (20) days after delivery of Indemnitee and the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has Indemnitee shall have reasonably concluded that there may be defenses available to it which that are different from or additional to those available to the Indemnifying Party (in which case or if the Indemnifying Party Indemnitee shall not have reasonably concluded that the right to direct the defense of such action on behalf interests of the Indemnified Party), in any of which event attorneys’ fees and expenses 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 Indemnitee reasonably 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) conflict with 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 written consent interests of the Indemnifying Party, which consent then the Indemnitee shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action. The expenses and fees of such separate counsel and other expenses related to such participation shall be reimbursed by the Indemnifying Party; provided that the Indemnifying Party will not be bound by any compromise or settlement effected without its consent (such consent not to be unreasonably withheldwithheld or delayed). In the event that the Indemnitee is, directly or indirectly, conducting the defense of any action under this Article III, the Indemnifying Party shall cooperate in such defense and make available all such witnesses, records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnitee.

Procedures. (a) In case any claim is made, or any suit or action is commenced, against either party (the “a Bank Indemnified Party or Company Indemnified Party”) , the party in respect of which indemnification may be sought by it under this Article 17ARTICLE 16 (including for the benefit of its officers, directors or employees claiming by or through any of them) (the “Indemnified Party Party”) shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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 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. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 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 any failure of an any Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages the 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 one thousand dollars ($1,000), but shall not settle or compromise any other matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Procedures. Any Indemnified Party shall notify the Indemnifying Party (awith reasonable detail) In case any promptly after it becomes aware of facts supporting a claim is made, or any suit or action is commenced, against either party (the “Indemnified Party”) in respect of for which indemnification may be sought by it is provided under this Article 17VII, 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. Subject to Section 7.2(c)(iv), the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and failure to so notify or provide information to the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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 relieve the Indemnifying Party of any liability that it may have to such any Indemnified Party of its election so Party, except to assume the defense thereof, extent that the Indemnifying Party will not be liable to such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred demonstrates that it has been materially prejudiced by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expensefailure to give such notice, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have be relieved from its obligations under this Agreement to the right to direct the defense extent 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. (c) material prejudice. The Indemnifying Party shall promptly notify participate in and defend, contest or otherwise protect the Indemnified Party if against any such claim or action by counsel of the Indemnifying Party’s choice at the Indemnifying Party’s sole cost and expense; provided, however, that 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 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 make any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld Party (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying 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 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 the Indemnified Party’s own expense in the defense thereof by counsel of the Indemnified Party’s choice; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel for the Indemnified Party if (a) the Indemnifying Party has agreed to pay such fees and expenses, or (b) counsel for the 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 amounts paid as the result of such suit, action, investigation, claim or proceeding.

Procedures. (a) In case Promptly after receipt by the Indemnified Party under Section 10.02 or 10.03(a) of notice of a Loss or the commencement of any Action against which it believes it is indemnified under this Article, the Indemnified Party shall, if a claim in respect thereto is madeto be 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 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 any suit before the 15th day after receipt of a notice of Loss or action is commencedAction given pursuant to Section 10.03(a), against either party (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 Escrow 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 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 desire in accordance with Section 10.03(d), assume the legal defense thereof or (iii) object (or reserve the right to object until additional information is obtained) to the claim for indemnification or the amount thereof, setting forth the grounds therefor in reasonable detail. If the Indemnifying Party does not respond to the Indemnified Party as provided in this Section 10.03(b) within such 15-day period, the Indemnifying Party shall be deemed to have acknowledged its 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 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), pay, settle or compromise or consent to the entry of any judgment with respect to any Loss or pending or threatened Action in respect of which indemnification or contribution may be sought by it under this Article 17hereunder (whether or not the Indemnified Party is an actual or potential party to such Action) unless such payment, settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such Loss or Action. If the Indemnifying Party has responded to the Indemnified Party pursuant to clause (i) of Section 10.03(b), the Indemnified Party shall promptly give may pay, settle or compromise or consent to the other party (entry of any judgment with respect to the “Indemnifying Party”) Loss or Action that was the subject of notice thereof and to the Indemnifying Party shall be entitled pursuant to participate in Section 10.03(b) without the defense thereof and, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery consent of the applicable noticeIndemnifying Party (but no such payment, to assumesettlement, at compromise or consent shall increase the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from indemnification obligation of the Indemnifying Party to such 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 its election so the Indemnifying Party (which consent shall not be unreasonably withheld), pay, settle or compromise or consent to assume the defense thereofentry 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 will not be liable agrees to such indemnify and hold harmless any Indemnified Party under this Section for from and against any attorneys’ fees loss or other expenses subsequently incurred liability by reason of such Indemnified Party in connection with the defense thereof other than reasonable costs of investigationpayment settlement, compromise or judgment. (bd) 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 thereof. The Indemnified Party shall have the right to employ its own separate counsel if in any such action and participate in the Indemnifying Party elects to assume such defensedefense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party’s expense, Party unless (i) the employment of such counsel has shall have been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected shall have failed to assume such defense, thereafter ceases its the defense of such action, action or (iii) the named parties to any such Action (including any impleaded parties) include both the Indemnified Party has reasonably concluded and the Indemnifying Party, and the Indemnified Party shall have been advised by such counsel that there may be is one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party. In any such case, the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the 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 which case 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 claim or such action, the Indemnifying Party shall not have the right be liable 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. (c) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, under this Section for any attorneys' fees or participate in the defense of, any such claim, suit or action. other expenses (dexcept reasonable costs of investigation) 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 subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party does not assume the defense of an Action as to which it has acknowledged liability, as between itself and the Indemnified Party, pursuant to clause (ii) Section 10.03(b), the Indemnified Party may require the Indemnifying Party 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 Loss or Action relating to Environmental Laws and Authorizations thereunder or Hazardous Substances, the Indemnifying Party shall have the right, from time to time, (A) to review all environmental reports and records in the possession of the Indemnified Party to the extent related to such Loss or Action, (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 become the subject of an indemnity claim. (e) In the case of a Loss as to which payments may be sought the Indemnifying Party shall have responded pursuant to clause (iii) of Section 10.03(b), the parties shall attempt in good faith to resolve their differences for a period of 60 days following receipt by the Indemnified Party hereunder, and (i) or Parties of the response of the Indemnifying Party may settle or compromise any such claimpursuant to Section 10.03(b). If the parties should so agree, suit or action solely for and the payment of money damages, but shall not agree to any other settlement or compromise without the prior written consent of the Indemnified Party is a Buyer Indemnified Party, which consent a memorandum setting forth such agreement shall not be unreasonably withheld (it being agreed that prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any failure of an Indemnified Party such memorandum and distribute funds from the Escrow Amount in accordance with the terms thereof. If the parties are unable to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld)resolve their differences within such period, and (ii) the Indemnified Party or Parties 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 submit the matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldto judicial proceedings.

Procedures. 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 promptly, but in no event more than 30 days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall have 30 days from the personal delivery or receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (a) In case any claim is made, whether 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 thereof and not the Indemnifying Party shall be entitled to participate in disputes the defense thereof and, with prior written notice liability of the Indemnifying Party to the Indemnified Party given hereunder with respect to such claim or demand and (b) whether or not later than twenty (20) days after it desires to defend the delivery of Indemnified Party against such claim or demand. All costs and expenses incurred by the applicable noticeIndemnifying Party in defending such claim or demand shall be a liability of, to assumeand shall be paid by, at the Indemnifying Party’s expense, . In the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from event that the Indemnifying Party to such notifies the Indemnified Party of its election so within the Notice Period that it desires to assume defend the defense thereofIndemnified Party against such claim or demand and except as hereinafter provided, 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. (b) The Indemnified Party shall have the right to employ its own defend the Indemnified Party (i) by appropriate proceedings and (ii) use or retain counsel if the Indemnifying Party elects in connection with such defense that is reasonably acceptable to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the . The Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those shall make available to the Indemnifying Party (in which case all information reasonably available to such Indemnified Party relating to such claim or demand. In addition, the Indemnified Party and the Indemnifying Party shall not have render to each other such assistance as may reasonably be requested in order to ensure the right proper and adequate defense of any such claim or demand, or to direct 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 of such action on behalf 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)Party desires to participate in, in but not control, any of which such defense or settlement it may do so at its sole cost and expense. In the event attorneys’ fees and expenses shall be borne by that the Indemnifying Party. 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 (c) which consent will not be unreasonably withheld). The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assumenot, 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 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, Party (which consent shall will not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) the Indemnified Party may settle, compromise or offer to settle or compromise any such claimclaim or demand. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, suit whether by not giving the Indemnified Party timely notice as provided above or action solely for an otherwise, then the amount not exceeding One Thousand Dollars 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 ($1,000), but and the reasonable costs and expenses pertaining to such defense) shall not settle or compromise any other matter without be the prior written consent 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, which consent . The Indemnified Party shall not be unreasonably withhelduse its commercially reasonable best efforts in the defense of all such claims.

Procedures. (a) In case the event any claim is made, demands or claims are asserted against a Party or any suit Actions or action is commenced, Proceedings are commenced against either party a Party (such Party against which such are asserted or commenced being the “Indemnified Party”) in respect of for which indemnification may be sought by it under this Article 17, the Indemnified Party shall promptly give the other party Party (the “Indemnifying Party”) notice thereof and is obligated to indemnify the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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 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 Article 11, then Indemnified Party shall give timely notice thereof to Indemnifying Party 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 attorneys’ fees costs or other expenses subsequently incurred by such Indemnified Party in connection with any demand, claim, action, suit or proceeding for which Indemnifying Party is obligated to indemnify Indemnified Party under this Article 11, provided that Indemnifying Party shall have assumed the defense thereof other than reasonable costs of investigationin accordance with this Article 11. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Procedures. (a) In case any claim is made, or any suit or action is commenced, against either party Any Person desiring indemnification under this Article VII and entitled thereto (the an “Indemnified Party”) in respect of which indemnification may be sought by it under this Article 17shall, the Indemnified Party shall promptly upon becoming aware thereof, give the other party (the “Indemnifying Party”) written notice thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, obligated 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 to indemnify such Indemnified Party (such notified Party, the “Responsible Party”); provided that the failure to so notify shall not relieve the Responsible Party of its election so obligations hereunder, except to assume the defense thereof, extent that the Indemnifying Responsible Party will not be liable to such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred is actually prejudiced thereby. Such notice by such Indemnified Party in connection 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 the defense thereof other than reasonable costs of investigationparticularity. (b) The 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, 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 prejudiced thereby. (c) With respect to any Third-Party Claim, the Responsible Party shall have the right to employ its own counsel if the Indemnifying Party elects 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, 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 participate in such defense, but settlement or defense through counsel chosen by such Indemnified Party and the fees and expenses of such counsel shall be at borne by the Indemnified Party’s expense. Notwithstanding the foregoing, unless the 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) the employment of such counsel has been authorized in writing by the Indemnifying Partyany Third-Party Claim seeking specific performance or other equitable remedies, (ii) any Third-Party Claim in which a conflict of interest exists between the Indemnifying Responsible Party has not employed counsel to take charge of and the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such actionIndemnified Party, or (iii) any Third-Party Claim with respect to which the Indemnified Party has reasonably concluded determines in good faith that there may the Losses relating to such claim are likely to exceed the maximum amount that the Indemnified Party would then be defenses available entitled and able (after taking into account the financial resources of the Responsible Party) to it which are different from recover under the applicable provisions of this Article VII (collectively, the “Litigation Control Conditions”). If the Indemnified Party assumes the control of the defense of such Third-Party Claim because the Third-Party Claim meets one or additional to those available to more of the Indemnifying Party (in which case Litigation Control Conditions, the Indemnifying Indemnified Party shall not have the right to direct assume control of the defense of such action on behalf of the Indemnified Party)Third-Party Claim but shall not thereby waive any right to indemnification therefor pursuant to this Agreement; provided, in any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. (c) The Indemnifying Party shall promptly notify however, that 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 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 consent to any other settlement an entry of judgment or compromise settle such Third-Party Claim without the prior written consent of the Indemnified Responsible Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Responsible Party shall, if 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 shall cooperate in all reasonable respects with the Responsible Party and its attorneys in the investigation, trial and defense of any Third-Party Claim and any appeal arising therefrom and, at the expense of the 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 Responsible Party and its agents and representatives to, and reasonable retention by the Indemnified Party of, books, records and information which have been identified by the Responsible Party as being 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.

Procedures. (a) In case any claim is made, or any suit or action is commenced, against either party a Party (the “Indemnified Party”) in respect of which indemnification may be sought by it under this Article 17XVIII, the Indemnified Party shall promptly give the other party Party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable noticenotice from the Indemnified Party, 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 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 will shall 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 thereof, other than reasonable costs of investigation. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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 events the attorneys’ fees and expenses of counsel to the Indemnified Party 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 in, the defense of, 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 damagesdamages 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Procedures. (a) In case any claim is made, or any suit or action is commenced, against either Each party entitled to indemnification under this Section 5 (the “Indemnified Party”) in respect of which shall give notice to the party required to provide indemnification may be sought by it under this Article 17, the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or any litigation resulting therefrom, shall be entitled to participate in the defense thereof and, with prior written notice to approved by the Indemnified Party given (whose approval shall not later than twenty (20) days after unreasonably be withheld), and the delivery 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 herein shall not relieve the applicable noticeIndemnifying Party of its obligations under this Agreement, except to assumethe extent that the Indemnified Party is prejudiced thereby. Each Indemnified Party, at the Indemnifying Party’s expensecost, shall furnish such information regarding itself or the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the claim in question as an Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will not may reasonably request and as shall be liable to such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party reasonably required in connection with the defense thereof other than reasonable costs of investigation. (b) The such claim and litigation resulting therefrom. An Indemnified Party shall have the right to employ 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 if retained by the Indemnifying Party elects would be inappropriate due to assume actual or potential differing interests between such defenseIndemnified Party and any other party represented by such counsel in such proceeding, but provided that in no event shall the Indemnifying Party be required to pay the fees and expenses of more than one such separate counsel shall be at the for all Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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 PartyParties. (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 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Procedures. (a) In case any claim is made, or any suit or action is commenced, against either party (the “an SHMC Indemnified Party or an LE Indemnified Party”) , the Party in respect of which indemnification may be sought by it under this Article 17Section 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 shall Party”) will promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall will be entitled to participate in the defense thereof and, with prior written notice to 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 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. (b) i. The Indemnified Party shall 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 shall will be at the Indemnified Party’s expense, unless (ia) the employment of such counsel has been authorized in writing by the Indemnifying Party, (iib) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iiic) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall 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 shall will be borne by the Indemnifying Party. (c) ii. The Indemnifying Party shall 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. (d) 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 hereunderin this Agreement, and (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of money damages, but shall will not agree to any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall will not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withhelddelayed.

Procedures. (a) 14.1.4.1 In case the event that any claim is madeparty hereto reasonably believes that such person has a Claim for damages hereunder for which it will seek indemnity pursuant to this Section 14, or any suit or action is commenced, against either such party (the “Indemnified Partyindemnified party”) in respect of which indemnification may be sought by it under this Article 17, shall give written notice thereof (a “Claim Notice”) to the Indemnified Party shall promptly give the other indemnifying party (the “Indemnifying Partyindemnifying party”) notice thereof within five (5) Business Days after obtaining knowledge thereof, stating the nature and basis of such Claim for indemnification and the Indemnifying Party amount thereof, in reasonable detail. Failure to provide such Claim Notice within such five (5) Business Day period shall be entitled not act as a waiver of the indemnified party’s rights with respect to participate in such Claim for indemnification unless, and only to the defense thereof 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, litigation, investigation or proceeding by or with any third party, the indemnified party shall keep the indemnifying party informed and, with prior written notice to unless the Indemnified Party given not later than twenty (20) days after indemnifying party exercises the delivery right 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 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 control set forth in this Section for 14.1.4.2, shall use all reasonable efforts to defend such claim, litigation, investigation or proceeding with its own legal counsel and present any attorneys’ fees defense reasonably suggested by the indemnifying party or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) its counsel. The Indemnified Party indemnifying party shall have the right to employ participate in such third party claim or litigation by counsel and accountants, at its own counsel if expense, and, upon notice to the Indemnifying Party elects 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 such defenseand control, but at its own expense, the fees and expenses of such defense or prosecution thereof, as the case may be, with counsel approved by the indemnified party (which approval shall not be at the Indemnified Party’s expenseunreasonably withheld or delayed), unless (iA) the employment assumption or control of such counsel defense or prosecution by the indemnified party has been authorized in writing by the Indemnifying Partyindemnifying party, (iiB) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party indemnified party has reasonably concluded that there may be legal defenses available to it which that are different from or additional in addition to those available to the Indemnifying Party indemnifying party (in which case the Indemnifying Party shall indemnifying party will not have the right to direct direct, assume or control the defense or prosecution of such action on behalf of the Indemnified Party)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 any each of which event 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 expenses shall cooperation with the indemnifying party that may be borne requested by the Indemnifying Partyindemnifying 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 such claim, litigation, investigation or proceeding in accordance with the terms of this Agreement. (c) 14.1.4.3 The Indemnifying Party indemnified party shall promptly notify have the Indemnified Party if the Indemnifying Party desires not right to assumeparticipate, or participate and cooperate, in the defense ofof 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 be responsible for the fees and expenses of the separate co-counsel to the extent the indemnified party concludes reasonably that the counsel the indemnifying party has selected has a conflict of interest). 14.1.4.4 The indemnified party shall not make, or offer to make, any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other settlement of its intention to settle or compromise any claim, suit litigation, investigation or action against proceeding which might give rise to a right of indemnification from 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 indemnifying party without the prior written consent of the Indemnified Partysuch indemnifying party, which consent shall not be unreasonably withheld (or delayed; provided that the indemnified party may do so without such consent if it being agreed that any failure elects to waive its right of an Indemnified Party indemnification with respect to consent to any the amount of such settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) the Indemnified Party may settle or compromise any in connection with such claim, suit litigation, investigation or action solely proceeding or the indemnifying party refuses to acknowledge liability for an amount not exceeding One Thousand Dollars ($1,000)indemnification under this Agreement and/or fails to or declines to defend the indemnified party in such claim, but litigation or proceeding. The indemnifying party shall not settle consent to the entry of any judgment with respect to the matter, or compromise enter into any other settlement, which does not include a provision whereby the plaintiff or claimant in the matter releases the indemnified party from all liability with respect thereto, without the prior written consent of the Indemnifying Partyindemnified party, which consent shall not be unreasonably withheldwithheld or delayed.

Procedures. (ai) In case any claim is madeIf the Seller Parties shall seek indemnification pursuant to Section 19(b), or any suit or action is commenced, against either party (if the “Indemnified Party”) in respect of which Buyer Parties shall seek indemnification may be sought by it under this Article 17pursuant to Section 19(a), the Indemnified Party shall give written notice to the Indemnifying Party promptly give (and in any event within thirty (30) days) after the other party 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 “Indemnifying PartyIndemnified 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 thereof and to the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice accompanied by a copy of any papers theretofore served on or delivered to the Indemnified Parry in connection with such Third Party given 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 later than twenty (20) days after the delivery fast paid, discharged or otherwise complied with would result in a material interruption or cessation of the applicable noticeconduct of the Business, the Indemnifying Party shall act promptly to avoid, to assumethe extent practicable, at any such effects on the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified PartyBusiness. After written notice from by the Indemnifying Party to such the Indemnified Party of its election so to assume the defense thereofand control of a Third Party Claim, the Indemnifying Party will shall not be liable to such Indemnified Party under this Section for any attorneys’ legal fees or other expenses subsequently incurred by such Indemnified Party in connection with therewith. Notwithstanding anything in this Section 19(e) to the contrary, if the Indemnifying Party does not assume defense thereof other than reasonable costs and control of investigation. (b) The a Third Party Claim as provided in this Section 19(e), the Indemnified Party shall have the right to employ defend such Third Party Claim, subject to the limitations set forth in this Section 19(e), in such manner as it may deem appropriate. Whether the Indemnifying Parry or 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 counsel if 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 elects in connection with any Third Party Claim. iii) Subject to assume such defense, but the fees provisions of Sections 19(e)(ii) and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii19(e)(iv) the Indemnifying Party has not employed counsel shall be authorized to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected consent to assume such defense, thereafter ceases its defense of such actiona settlement of, or (iii) the entry of any judgment arising from, any Third Party Claims, and the Indemnified Party has reasonably concluded shall consent to a settlement of, or the entry of any judgment arising from, such Third Party Claims; provided, that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right (a) pay or cause to direct the defense be paid all amounts arising out of such action on behalf settlement judgment concurrently with the effectiveness thereof; (b) shall not encumber any of the assets of any Indemnified PartyParty 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 any of which the event attorneys’ fees and expenses shall be borne by the Indemnifying Party. (c) The Indemnifying Party shall promptly notify the Indemnified Party if that 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 the matters referenced therein or compromise consent to the entry of any claim, suit or action against judgment arising thereunder and the Indemnified Party in respect does not wish to consent to such settlement or entry of which payments may be sought by judgment, the Indemnified Party hereunder, and (i) shall have no obligation to consent to 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 entry of judgment provided that it agrees in writing to pay and be responsible for 100% of any Losses; provided that the Indemnified Party, which consent Party shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party required to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed agree to be unreasonably withheldresponsible 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 of any Indemnified Claim. v) If the Indemnifying Party and the Indemnified Party are unable to agree with respect to a procedural matter arising under this Section 19(e) the Indemnifying Party 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 review and resolve the disputed matter. The parties shall present their differences in writing (iieach 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 settle present. The Referee shall be retained to resolve specific differences between the parties within the range of such 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 binding unless both the Indemnifying Party and the Indemnified Party agree. The parties shall share equally all costs and fees of the Referee. vi) If an Indemnifying Party makes any payment on an Indemnified Claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or compromise any other claims of the Indemnified Party with respect to 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, which consent shall not be unreasonably withheld.

Procedures. The party seeking indemnification under this Section 6 (a) In case any claim is made, or any suit or action is commenced, against either party (the an “Indemnified Party”) in respect of which shall give each party from whom indemnification may be is being sought by it under this Article 17(each, the Indemnified Party shall promptly give the other party (the an “Indemnifying Party”) notice thereof 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 the Indemnifying Party 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 receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Section 6 except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to participate in assume and control the defense thereof and, with prior written 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 given not later than twenty (20) within 30 days after the delivery of the applicable noticereceipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to assumeexist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, 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 cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the defense thereof, with counsel Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably satisfactory to such required by the Indemnified Party. After notice from the Indemnifying Party 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. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (c) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assumenot, 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 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (iii) the Indemnified Party may settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of such claim, suit Third Party Claim or action solely for an amount not exceeding One Thousand Dollars ($1,000), but shall not ii) settle or compromise any other matter 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 prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Procedures. (ai) In case any claim is made, order for a Buyer Indemnified Party or any suit or action is commenced, against either party Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of which indemnification may be sought or involving a Loss or a claim or demand made by it under any Person (other than another party to this Article 17, Agreement or an Affiliate of such other party) against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall promptly give deliver notice thereof to the other party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by such Indemnified Party of written notice thereof 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 the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall be entitled not release the Indemnifying Party from any of its obligations under this Article 8 except to participate in the defense thereof andextent that the Indemnifying Party is prejudiced by such failure. (ii) The Indemnifying Party shall have the right, with prior upon written notice to the Indemnified Party given not later than twenty within thirty (2030) 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 receipt of notice from the Indemnifying Party to such Indemnified Party of its election so the commencement of such Third Party Claim, to assume the defense thereof, thereof at the expense of the Indemnifying Party will not be liable with counsel selected by the Indemnifying Party and reasonably satisfactory to such the Indemnified Party. If the Indemnifying Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with assumes the defense thereof other than reasonable costs of investigation. (b) The such Third Party Claim, the Indemnified Party shall have the right to employ its own separate counsel if and to participate in but not control the Indemnifying Party elects to assume such defensedefense thereof, but and the fees and expenses of such counsel shall be at the sole expense of the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) . If the Indemnifying Party has not employed counsel to take charge of assumes the defense within twenty (20) days after delivery of the applicable notice orany Third Party Claim, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party (all witnesses, pertinent records, materials and information in which case the 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 ’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent. (ciii) The In the event any Indemnified Party should have a claim against any Indemnifying Party shall promptly notify hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim 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 desires 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 assume, or participate in the defense of, any extent that the Indemnifying Party is prejudiced by such claim, suit or action. (d) failure. The Indemnified Party or shall reasonably cooperate and assist the Indemnifying Party may at in determining the validity of 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 claim for indemnity by the Indemnified Party hereunderand in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and (i) documents relating to such matters, furnishing employees to assist in the Indemnifying Party may settle or compromise any investigation, defense and resolution of such claim, suit or action solely for the payment of money damages, but shall not agree matters and providing reasonable legal and business assistance with respect 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheldmatters.

Procedures. The party seeking indemnification under Section 15.2 ---------- (athe "Indemnified Party") In case agrees to give prompt notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim is madeclaim, or the commencement of any suit suit, action or action is commenced, against either party (the “Indemnified Party”) proceeding in respect of which indemnification indemnity may be sought by it under this Article 17Section 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 is materially prejudiced thereby. The Indemnifying Party shall assume control of the defense of any such suit, action or proceeding and the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall be entitled to may participate in the defense thereof andof any such suit, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, action or proceeding at the Indemnifying Party’s its own expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the The Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will shall not be liable to such Indemnified Party under this Section 15.2 for any attorneys’ fees settlement effected without its consent of any claim, litigation or other expenses subsequently incurred by proceeding in respect of which indemnity may be sought hereunder; provided, however, that consent to settlement shall not be unreasonably withheld or delayed. In any such Indemnified Party in connection with suit, action or proceeding, the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ retain its own counsel if the Indemnifying Party elects to assume such defensecounsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party’s expense, Party unless (i) the employment of Indemnifying Party has agreed to pay such counsel has been authorized in writing by the Indemnifying Partyfees and expenses, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected failed to assume such defense, thereafter ceases its the defense of such actionsuit, 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 the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to notifies the Indemnifying Party (in which case writing that the Indemnified Party elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to direct assume the defense of such suit, action or proceeding on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. (c) . The Indemnifying Party shall promptly notify not be liable for the Indemnified Party if the Indemnifying Party desires not fees and expenses of more than one separate firm of attorneys (in addition to assume, or participate in the defense of, any such claim, suit or action. (dlocal counsel) 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 for all 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheldParties.

Procedures. Promptly after receipt by a Person entitled to ---------- indemnification under subsection (a) In case any claim is made, or any suit or action is commenced, against either party (the “b) (an "Indemnified Party”") in 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 of which indemnification may be sought by it under this Article 17, to such claim) to the party to whom the Indemnified Party shall promptly give the other party is entitled to look for indemnification (the “"Indemnifying Party”") of the commencement thereof, which notice thereof shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that the failure to so notify the Indemnifying Party shall not relieve -------- the Indemnifying Party of any liability that it may have to any Indemnified Party except to the extent the Indemnifying Party demonstrates that it is prejudiced thereby. In case any Claim that is subject to indemnification under subsection (a) shall be entitled to participate in the defense thereof and, with prior written brought against an Indemnified Party and it shall give -------------- notice to the Indemnified Indemnifying 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 to such Indemnified Party of its election so to assume the defense commencement thereof, the Indemnifying Party will not be liable to such may, and at the request of the Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party shall, participate in connection with and control the defense thereof other than reasonable costs of investigation. (b) the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ its own separate counsel if in any such action and to participate in the Indemnifying Party elects to assume such defensedefense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party’s expense, Party unless (i) the employment of such counsel thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel failed to take charge of assume the defense within twenty (20) days after delivery of and employ counsel or failed to diligently prosecute or settle the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, Third Party Claim or (iii) the Indemnified Party has reasonably concluded there shall exist or develop a conflict that there may be defenses available to it which are different from or additional to those available would ethically prohibit counsel to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of from representing the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne . If requested by the Indemnifying Party. (c) , 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 promptly notify be the Indemnified Party if sole judge of the Indemnifying Party desires not to assume, acceptability of any compromise 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 settlement of its intention to settle or compromise any claim, suit litigation or action against the Indemnified Party proceeding in respect of which payments indemnity may be sought by hereunder, provided that -------- the Indemnifying Party will give the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise reasonable prior written notice of any such claim, suit or action solely for the payment of money damages, but shall not agree to any other 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 consent shall not be unreasonably withheld withheld. The Indemnifying Party (it being agreed that any failure if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of an 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 consent to any settlement a final conclusion or compromise involving relief other than monetary damages settled. The Indemnified Party shall not be deemed to be unreasonably withheld), have full control of such defense and (ii) proceedings; provided that 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 such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the other provisions of this Section 13.2, if the ------------ Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 13.2 and if such dispute is resolved in favor of the ------------ Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section ------- 13.2 or of the Indemnifying Party's participation therein at the Indemnified ---- Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. After it has been determined, by acknowledgment, agreement, or ruling of court of Legal Requirements, that an Indemnifying Party is liable to the Indemnified Party under this Section 13.2(c), the Indemnifying Party shall pay --------------- or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party.

Procedures. (a) In Promptly after any Person entitled to indemnity hereunder receives notice or otherwise becomes aware of any Third Party claim reasonably expected to be formally made against a Party or the commencement of any Third Party action or proceeding, in each case any claim is madewhich may give rise to indemnification hereunder (a “Claim”), or any suit or action is commenced, against either party such Person (the “Indemnified Aggrieved Party”) in shall, if an indemnity claim with respect of which thereto is to be made against any Party obligated to provide indemnification may be sought by it under pursuant to this Article 17, the Indemnified Party shall promptly give the other party 6 (the “Indemnifying Party”), give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding or any of the foregoing; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party may elect to assume the defense of any such Claim, or any litigation resulting from such Claim. Upon such assumption, the Aggrieved Party shall 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) notice thereof providing reasonable assistance in compiling and verifying responses to discovery requests, (ii) providing reasonable access to its employees for purposes of consulting, , providing deposition and trial testimony and expert opinions and (iii) making reasonably available to the Indemnifying Party all books, records and other information as may have relevance to the defense. The Aggrieved Party may participate, at its expense (not subject to indemnification hereunder), in the defense of such Claim; provided, however, that the Indemnifying Party shall direct and control the defense of such Claim. The Indemnifying Party shall not, in the defense of such Claim, consent to entry of any 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 Indemnifying Aggrieved Party shall be entitled to participate in the defense thereof and, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, at the Indemnifying Party’s expensehave sole control over, the defense thereof, with counsel reasonably satisfactory or settlement of any claim to the extent that such Indemnified claim seeks any injunction relief against the Aggrieved Party. After notice from the Indemnifying Party 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. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case If the Indemnifying Party shall not have the right fail to direct assume the defense of such action on behalf of a Claim, the Indemnified Party), in any of which event attorneys’ fees and expenses 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 Aggrieved Party may at any time notify defend against such Claim in such reasonable manner as it may deem appropriate and 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 Aggrieved Party may settle or compromise any such claim, suit or action solely for Claim (but only with 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned) on such terms as it may deem appropriate with reasonable advance notice to the 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 Aggrieved Party in connection with the defense against or settlement of such Claim. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Procedures. (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 claim is made, or such action shall be brought against any suit or action is commenced, against either Indemnified Party by a third party (a "THIRD PARTY CLAIM") and it shall notify the “Indemnified Party”) in respect Indemnifying Party of which indemnification may be sought by it under this Article 17the commencement thereof, the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof and, with prior written notice to the Indemnified of such Third 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, Claim with counsel reasonably satisfactory to such Indemnified Party. After , 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 will shall not be liable to such Indemnified Party under this Section 8.2 for any attorneys’ fees or other legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of investigation. (b) The such counsel, provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case or if the Indemnifying Party shall not have the right to direct the defense of such action on behalf interests of the Indemnified Party), in any of which event attorneys’ fees and expenses 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 reasonably 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) conflict with 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 written consent interests of the Indemnifying Party, which consent the Indemnified Party shall not have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be unreasonably withheldreimbursed by the Indemnifying Party as incurred.

Procedures. (a) In case 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 is madethat does not involve a Third Party Claim, or any suit or action is commencedwhich notice shall describe in reasonable detail the nature of the claim, against either party (an estimate of the “amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party”) in respect of which 's request for indemnification may be sought by it under this Article 17Agreement. 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 promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that any failure to timely give the other party (the “Indemnifying Party”) such notice thereof and shall not relieve the Indemnifying Party shall be entitled of any of its obligations 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 thereof and, of the Third Party Claim with prior written notice counsel of its choice reasonably satisfactory to 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 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. (b) The Indemnified Party shall have the right to employ its own separate counsel if in any such action and to participate in the Indemnifying Party elects to assume such defensedefense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party’s expense, Party unless (i) the employment of such counsel thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel failed to take charge of assume the defense within twenty (20) days after delivery of and employ counsel or failed to diligently prosecute or settle the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, Third Party Claim or (iii) the Indemnified Party has reasonably concluded there shall exist or develop a conflict that there may be defenses available to it which are different from or additional to those available would ethically prohibit counsel to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of from representing the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne . If requested by the Indemnifying Party. (c) , 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 promptly notify be the Indemnified Party if sole judge of the Indemnifying Party desires not to assume, acceptability of any compromise 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 settlement of its intention to settle or compromise any claim, suit litigation or action against the Indemnified Party proceeding in respect of which payments indemnity may be sought by hereunder, provided that the Indemnifying Party will give the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise reasonable prior written notice of any such claim, suit or action solely for the payment of money damages, but shall not agree to any other 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 consent shall not be unreasonably withheld withheld. The Indemnifying Party (it being agreed that any failure if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of an 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 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 consent to any settlement a final conclusion or compromise involving relief other than monetary damages settled. The Indemnified Party shall not be deemed to be unreasonably withheld), have full control of such defense and (ii) proceedings; provided that 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 such Third Party Claim without the prior 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. (e) Notwithstanding the other provisions of this Section 6.3, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 6.3 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 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 Third Party Claim and shall offer to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such 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 compromise any such joint defense matter without the consent of the other, which consent shall not be unreasonably withheld or delayed. Any uninsured costs of such joint defense shall be borne as the parties may agree, provided, however, that in the absence of such agreement, the defense costs shall be borne by the 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 defense.

Procedures. As promptly as reasonably practicable after receipt by an Indemnified Party under this Section 10 of notice of the commencement of any action for which such Indemnified Party is entitled to indemnification under this Section 10, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnified Party under this Section 10, notify the Indemnifying Party of the commencement thereof in writing; but the omission to so notify the Indemnifying Party (ai) will not relieve such Indemnifying Party from any Liability under Section 10.1 above and (ii) will not, in any event, relieve the Indemnifying Party from any obligations to any Indemnified Party otherwise than the indemnification obligation provided in Section 10.1 above. In case any claim is made, or any suit or such action is commenced, brought against either party (the “any Indemnified Party”) in respect of which indemnification may be sought by , and it under this Article 17, the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and notifies the Indemnifying Party shall of the commencement thereof, the Indemnifying Party will be entitled to participate in the defense thereof therein and, with prior written notice to the Indemnified extent that it may determine, jointly with any other Indemnifying Party given not later than twenty (20) days after the delivery of the applicable noticesimilarly notified, to assume, at the Indemnifying Party’s expense, assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party. After notice from , be counsel to the Indemnifying Party) at the expense of the Indemnifying Party; provided, however, that if (i) the use of counsel chosen by the Indemnifying Party to such represent the 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. (b) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses of would present such counsel shall be at the Indemnified Party’s expense, unless (i) the employment with a conflict of such counsel has been authorized in writing by the Indemnifying Partyinterest, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such actionactual or potential defendants in, or (iii) targets of, any such action include both the Indemnified Party has reasonably concluded and the Indemnifying Party and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which and/or other Indemnified Party that are different from or additional to those available to the Indemnifying Party, (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the institution of such action or (iv) the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the expense of the Indemnifying Party, then, in which case each such case, the Indemnifying Party shall not have the right to direct the defense of such action on behalf of such Indemnified 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), in any Party or Parties at the expense of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. . After notice from the Indemnifying Party to such Indemnified Party of 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 (cit 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 promptly notify the Indemnified Party if the Indemnifying Party desires not to assumenot, 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 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 any failure of an Indemnified Party to consent to any effect the settlement or compromise involving relief other than monetary damages shall 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 be deemed the Indemnified Party is an actual or potential party to be unreasonably withheld)such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all Liability arising out of such action or claim and (ii) the does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any 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, which consent shall not be unreasonably withheld.

Procedures. Each party entitled to indemnification under this Agreement (aeach, an "Indemnified Party") In case any claim is made, or any suit or action is commenced, against either shall give written notice to the party required to provide indemnification (the “"Indemnifying Party") promptly after such Indemnified Party”) in respect Party has actual knowledge of any Claim as to which indemnification indemnity may be sought sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by it under this Article 17the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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 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. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to a conflict of interest between the Indemnifying Party (and the Indemnified Party in such action, in which case the Indemnifying Party fees and expenses of one such counsel for all Indemnified Parties shall not have be at the right to direct the defense of such action on behalf expense of the Indemnified Indemnifying Party), in and provided further that the failure of any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. (c) The Indemnifying Party shall promptly notify the Indemnified Party if to give notice as provided herein shall not relieve 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 respect of which payments may be sought by the Indemnified Party hereunder, and (i) obligations under this Agreement unless the Indemnifying Party may settle is materially prejudiced thereby. No Indemnifying Party, in the investigation or compromise defense of any such claimClaim shall, suit or action solely for except with the payment of money damages, but shall not agree to any other settlement or compromise without the prior written consent of the each Indemnified Party, Party (which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to or delayed), consent to entry of any judgment or enter into any settlement or compromise involving relief other than monetary damages shall which does not be deemed to be unreasonably withheld), and (ii) the Indemnified Party may settle or compromise any such claim, suit or action solely for include an amount not exceeding One Thousand Dollars ($1,000), but shall not settle or compromise any other matter without the prior written consent unconditional release of the Indemnifying Party, which consent Party from all liability in respect to such Claim. Each Indemnified Party shall not furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be unreasonably withheldreasonably required in connection with the investigation and defense of such Claim.

Procedures. (a) In case If any claim is made, or Action shall be brought against any suit or action is commenced, against either party (the “Indemnified Party”) Party in respect of which indemnification indemnity may be sought by it under pursuant to this Article 17Agreement or the Series 2023 Amendment, or the Warrants, such Indemnified Party shall promptly give notify the other party (the “Indemnifying Party”) notice thereof Party in writing, and the Indemnifying Party shall be entitled have the right to participate in assume the defense thereof and, with prior written notice to 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 of its own choosing reasonably satisfactory acceptable to such Indemnified Party. After notice from the Indemnifying Party 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. (b) The Such Indemnified Party shall have the right to employ its own separate counsel if in any such Action and participate in the Indemnifying Party elects to assume such defensedefense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party’s expense, unless Party except to the extent that (ia) the employment of such counsel thereof has been specifically authorized in writing by the Indemnifying PartyParty in writing, (iib) the Indemnifying Party has not employed counsel to take charge failed after a reasonable period of the defense within twenty (20) days after delivery of the applicable notice or, having elected time to assume such defensedefense and to employ counsel, thereafter ceases its defense (c) in such Action there is, in the reasonable opinion of such actionseparate counsel, or (iii) a material conflict on any material issue between the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to 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 not have be responsible for the right to direct the defense of such action on behalf of the Indemnified Party), in any of which event attorneys’ reasonable fees and expenses shall of no more than one such separate counsel. The Indemnifying Party will not be borne liable to any Indemnified Party under this Agreement (i) for any settlement by an Indemnified Party effected without 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 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 ’s prior written consent of the Indemnified Partyconsent, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed or (ii) to the extent, but only to the extent, that any Loss is primarily attributable to any Indemnified Party’s breach of any of the representations, warranties, covenants or agreements made by such Indemnified Party in this Agreement or in the Series 2023 Amendment or the Warrants. If the Indemnifying Party assumes the defense of any Action against any Indemnified Party, the Indemnifying Party shall not, without such Indemnified Party’s prior written consent, enter into any settlement 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 an unconditional written release by the claimant or plaintiff of such Indemnified Party from all liability with respect to such Action or (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. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) In case any claim is made, Any Buyer Indemnitee or any suit or action is commenced, against either party Seller Indemnitee claiming indemnification under this Agreement (the an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of which any matter that is subject to indemnification may be sought by it under this Article 17, the Indemnified Party hereunder shall promptly give (i) notify the other party Party (the “Indemnifying Party”) notice thereof of the Third Party Claim within thirty (30) days of the date on which the Indemnified Party knows or should have known of the Third Party Claim, and (ii) transmit to the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the basis of the Indemnified Party’s request for indemnification under this Agreement and the amount of the Damages estimated to arise therefrom. Subject to Section 10.01, failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to 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 extent the Indemnifying Party 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 is materially prejudiced by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigationdelay 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. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim for equitable or injunctive relief or any claim that would impose criminal liability. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period or in accordance with the first sentence of this Section 9.03(b), 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 its own separate counsel if and to participate in the Indemnifying Party elects to assume such defensedefense thereof, but the fees and expenses of such counsel shall be 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 expenseexpense (but only if the Indemnified Party is actually entitled to indemnification hereunder), unless (i) cooperate with the employment of Indemnifying Party in such counsel has been authorized in writing by defense and, at no cost to the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those make available to the Indemnifying Party (all witnesses, pertinent records, materials and information in which case 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 have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in enter into any of which event attorneys’ fees and expenses 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 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 agreement without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld Party (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent 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), and the Indemnified Party shall bear its own costs and expenses with respect to 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 such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this 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 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 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 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 limitations otherwise set forth in this Section 10.03 in respect of Third Party Claims.

Procedures. (a) In case Promptly after receipt by an Indemnified Party under Section 8.1 of written notice of any claim is madedamage, loss or any suit or action is commenced, against either party (the “Indemnified Party”) expense in respect of which indemnification indemnity may be sought hereunder by it it, such Indemnified Party will, if a claim is to be made against the 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 Article 17Section 8.1) which it may have to any Indemnified Party except as may be required or provided otherwise than under this Section 8.1. Thereafter, the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Transferor shall consult, to the extent appropriate, with a view to minimizing the cost to the Transferor of its obligations hereunder. In case any Indemnified Party shall 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 participate in therein, and to the defense thereof and, with prior extent that it may elect by written notice delivered to the Indemnified Party given not later than twenty (20) days promptly after receiving the delivery of the applicable noticeaforesaid notice from such Indemnified Party, to assume, at the Indemnifying Party’s expense, assume the defense thereof, with counsel reasonably satisfactory at all times to such Indemnified Party; provided, however, that if the parties against which any damage, loss or 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 select one separate counsel for such Indemnified Party or Parties to assume such legal defenses and otherwise to participate in the defense of such damage, loss or expenses on behalf of such Indemnified Party or Parties. After Upon receipt of notice from the Indemnifying Party Transferor to such Indemnified Party of its election so to assume the defense thereofof such damage, loss or expense and approval by the Indemnified Party of counsel, the Indemnifying Party will Transferor shall not be liable to such Indemnified Party under this Section 8.1 for any attorneys’ fees legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of Indemnified Party shall have employed such counsel has been authorized in writing by connection with assumption of legal defenses in accordance with the Indemnifying Partyproviso to the next preceding sentence, (ii) the Indemnifying Transferor shall not have employed and continued to employ counsel reasonably satisfactory to the Indemnified Party has not employed counsel to take charge represent the Indemnified Party within a reasonable time after notice of commencement of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, action or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to Transferor shall have authorized the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense employment 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. (c) The Indemnifying Party shall promptly notify counsel for the Indemnified Party if at 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 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 expense of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheldTransferor.

Procedures. (a) In case any claim is made, or any suit or action is commenced, against either order for a party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of which indemnification may be sought or involving a claim made by it under this Article 17, any Person against the Indemnified Party shall promptly give (a “Third-Party Claim”), such Indemnified Party must notify the other 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 thereof 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 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 prior written notice 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 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 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 legal expenses subsequently incurred by such the Indemnified Party in connection with the defense thereof other than reasonable costs unless (i) a conflict of investigation. 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 (bii) The 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 if employed by the Indemnifying Party, it being understood that the Indemnifying Party elects to assume shall control such defense, but . The Indemnifying Party shall be liable for the fees and expenses of such counsel shall be at employed by the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) Party for any period during which the Indemnifying Party has not employed counsel to take charge of assumed the defense within twenty thereof (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) other than during any period in which the Indemnified Party has reasonably concluded that there may be defenses available shall have failed to it which are different from give notice of the Third-Party Claim as provided above). If the Indemnifying Party chooses to defend or additional to those available prosecute a Third-Party Claim, all the Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party (in which case 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 shall not have the right to direct assumes the defense of such action on behalf of a Third-Party Claim, the Indemnified Party)Party shall not admit any liability with respect to, in any of which event attorneys’ fees and expenses shall be borne by or settle, compromise or discharge, such Third-Party Claim without 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 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 ’s prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld). The 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 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 Section 10.5, the failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability that it may have to such Indemnified Party under Section 10.2 or Section 10.3, except to the extent that the Indemnifying Party shall have been actually prejudiced as a result of such failure. If the Indemnifying Party disputes its Liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved in accordance with Section 11.10. (d) To the extent of any conflict between this Section 10.6 and Section 8.6(e), Section 8.6(e) shall control.

Procedures. (a) In case any claim is made, or any suit or action is commenced, against either A party seeking indemnification (the “Indemnified Party”) in respect of, arising out of which indemnification may be sought or involving a Loss or a claim or demand made by it under this Article 17, any person against the Indemnified Party (a “Third Party Claim”) shall promptly give deliver notice (a “Claim Notice”) in respect thereof to the other party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice thereof of the Third Party Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall be entitled not release the Indemnifying Party from any of its obligations under this Article VI except to participate in the defense thereof andextent that the Indemnifying Party is materially prejudiced by such failure. (b) The Indemnifying Party shall have the right, with prior upon written notice to the Indemnified Party given not later than twenty (20) within 15 days after of receipt of a Claim Notice from the delivery Indemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the applicable notice, to assume, at Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party’s expense, the defense thereof, with counsel Party and reasonably satisfactory to such the Indemnified Party. After notice from 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 to such Indemnified Party of its election so has failed to assume the defense thereof, . If the Indemnifying Party will does not be liable expressly elect to assume the defense of and to settle such Third Party Claim, the Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with shall have the sole right to assume the defense thereof other than reasonable costs of investigation. (b) The 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 its own separate counsel if and to participate in the Indemnifying Party elects to assume such defensedefense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party’s expense, Party unless (i) the employment of such counsel has shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, (ii) and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party has not employed of both the Indemnifying Party and such Indemnified Party may present such counsel to take charge with a conflict of interest. (c) If the Indemnifying Party assumes the defense within twenty (20) days after delivery of the applicable notice orany Third Party Claim, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those 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 which case 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 have the right to direct the defense of such action on behalf of the Indemnified Party)not, in any of which event attorneys’ fees and expenses 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 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 any failure of an Indemnified Party to consent to enter into any settlement or compromise involving relief other than monetary damages shall not be deemed or consent to be unreasonably withheld)the entry of any judgment with respect to such Third Party Claim if such settlement, and 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 may settle from all liability in respect of such Third Party Claim or compromise (iii) imposes equitable remedies or any such claimobligation 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, suit 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 action solely for an amount under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. If the Indemnifying Party does not exceeding One Thousand Dollars ($1,000)assume the defense of any Third Party Claim, but the Indemnified Party shall not settle or compromise any other matter not, without the prior written consent of the Indemnifying Party, which Party (such consent shall 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 is unable to remedy the Direct Claim to the 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 (to the extent of any amounts not then held in the Indemnity Escrow Fund, if applicable, that are available for satisfaction of such Direct Claim) of the 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 a disputed Direct Claim is finally resolved.

Procedures. (a) In case any claim is made, or any suit or action is commenced, against either party The Party seeking indemnification under Section 7.2 (the “Indemnified Party”) in respect of which indemnification may be agrees to give prompt notice to the Party against whom indemnity is sought by it under this Article 17, the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof of the assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be 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 reasonably request. The failure to so notify the Indemnifying Party shall be entitled to participate in not relieve the defense thereof andIndemnifying Party of its obligations hereunder, with prior written notice except to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, at extent such failure shall have adversely prejudiced the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party 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. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 obtain the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of any Claim asserted by any third party (“Third Party Claim”). (c) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must promptly notify the Indemnifying Party and promptly pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation). (e) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage or through indemnification, contribution or other reimbursement arrangements from any other Person alleged to be responsible, for any Damages payable under Section 7.2, and the amounts received from such sources shall offset any Damages otherwise payable under Section 7.2

Procedures. (a) For a one-year period beginning on the Opt-In case any claim is madeDate, or any suit or action is commencedthe Team Leader of [ * ] shall serve as the chairperson of the JDT. For each subsequent one-year period, against 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 by the members of the JDT. The agenda for all JDT meetings must be established by mutual consent and the Party in the then [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. current chair shall send notice of such meetings, including the agenda therefore, to all JDT members; provided, however, that either party (Party may request that specific items be included in the “Indemnified Party”) in respect of which indemnification agenda and may request that additional meetings be scheduled as needed. Meetings may be sought held telephonically or by it under this Article 17video conference, [ * ]. [ * ] will [ * ] associated with holding and attending JDT meetings. A quorum of at least half the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying JDT members appointed by each Party shall be entitled to present at or shall otherwise participate in each JDT meeting. The Party hosting the defense thereof and, with prior written notice meeting (or arranging the conference or video call) shall appoint one (1) person (who need not be a member of the JDT) to record the minutes of the meeting in writing. Such minutes shall be circulated to the Indemnified Party given not later than twenty (20) days after Parties promptly following the delivery meeting for review, comment and approval. If no comments are received within [ * ] of the applicable notice, to assume, at receipt of the Indemnifying minutes by a Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party 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. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Partyotherwise agreed, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party they 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. (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 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) approved by such Party. If 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 Parties are unable to reach agreement on the prior written consent minutes within [ * ] of the Indemnifying Partyapplicable meeting, the sections of the minutes which consent have been agreed between the Parties by that date shall be deemed approved and, in addition, each Party shall record in the same document its own version of those sections of the minutes on which the Parties were not be unreasonably withheldable to agree.

Procedures. (aa Any Person seeking indemnification under Section 6.2 (the "Indemnified Party") In case agrees to give prompt written notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim is madethat does not involve a Third Party Claim, or any suit or action is commencedwhich notice shall describe in reasonable detail the nature of the claim, against either party (an estimate of the “amount of damages attributable to such claim to the extent feasible and the basis of the Indemnified Party”) in respect of which 's request for indemnification may be sought by it under this Article 17Agreement. 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 promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that any failure to timely give the other party (the “Indemnifying Party”) such notice thereof and shall not relieve the Indemnifying Party shall be entitled of any of its obligations 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 thereof and, of the Third Party Claim with prior written notice counsel of its choice reasonably satisfactory to 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 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. (b) The Indemnified Party shall have the right to employ its own separate counsel if in any such action and to participate in the Indemnifying Party elects to assume such defensedefense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party’s expense, Party unless (i) the employment of such counsel thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel failed to take charge of assume the defense within twenty (20) days after delivery of and employ counsel or failed to diligently prosecute or settle the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, Third Party Claim or (iii) the Indemnified Party has reasonably concluded there shall exist or develop a conflict that there may be defenses available to it which are different from or additional to those available would ethically prohibit counsel to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of from representing the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne . If requested by the Indemnifying Party. (c) , 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 promptly notify be the Indemnified Party if sole judge of the Indemnifying Party desires not to assume, acceptability of any compromise 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 settlement of its intention to settle or compromise any claim, suit litigation or action against the Indemnified Party proceeding in respect of which payments indemnity may be sought by hereunder, provided that the Indemnifying Party will give the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise reasonable prior written notice of any such claim, suit or action solely for the payment of money damages, but shall not agree to any other 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 consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent 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.

Procedures. Any Indemnified Party shall notify the Indemnifying Party (awith reasonable detail) In case any promptly after it becomes aware of facts supporting a claim is made, or any suit or action is commenced, against either party (the “Indemnified Party”) in respect of for which indemnification may be sought by it is provided under this Article 17VIII, and shall provide to the Indemnified Indemnifying Party shall promptly give the other party (the “Indemnifying Party”) notice thereof 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 be entitled to participate in the defense thereof and, with prior written notice to 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 relieve the Indemnifying Party of any liability that it may have to such any Indemnified Party of its election so Party, except to assume the defense thereof, extent that the Indemnifying Party will not be liable to such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred demonstrates that it has been materially prejudiced by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expensefailure to give such notice, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have be relieved from its obligations hereunder to the right to direct the defense extent 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. (c) material prejudice. The Indemnifying Party shall promptly notify participate in and defend, contest or otherwise protect the Indemnified Party if 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 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 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 make any other settlement or compromise without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving delayed) unless the sole relief other than provided is monetary damages 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 written consent of 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 consent 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 thereof by counsel of the Indemnified Party’s choice; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel for the Indemnified Party if (a) the Indemnifying Party has agreed to pay such fees and expenses, or (b) counsel for the 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 unreasonably withheldentitled to recover the entire cost thereof from the Indemnifying Party, including, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding.

Procedures. (a) In case The terms of this Section 9.3 shall apply to any claim is made(a "Claim") for indemnification under the terms of Sections 9.1 and 9.2. The applicable AWS Indemnified Party or ACC Indemnified Party (each, or any suit or action is commenced, against either an "Indemnified Party") shall give prompt written notice of such Claim to the indemnifying party hereunder (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 thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and"), with prior written notice to 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 to such Indemnified Party of its election so to which may assume the defense thereof, provided that any delay or failure to so notify the Indemnifying Party will not be liable shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such Indemnified Party under this Section for any attorneys’ fees delay or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) failure: The Indemnified Party shall have the right to employ its own approve any counsel if selected by the Indemnifying Party elects (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 assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment payment of such counsel has been authorized in writing money damages actually paid by the Indemnifying Party). 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. Each Indemnified Party shall agree in writing prior to any such advancement, (ii) that in the event he or it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party has for such fees, costs, and expenses to the extent that it shall be determined that he or it was not employed counsel entitled to take charge 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 defense within twenty 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 (20but only to the extent) days after delivery 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 applicable notice or, having elected provisions of this Article 9 to assume such defense, thereafter ceases its the fullest extent permitted by law. (b) In the event that the Indemnifying Party undertakes the defense of such actiona Claim, or (iii) the Indemnifying Party will keep the Indemnified Party has reasonably concluded 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. (c) In the event that there may be defenses available the Indemnifying Party, within ten business days after receiving written notice of any such Claim, fails to it which are different from or additional to those available assume the defense thereof, the Indemnified Party shall have the right, subject to the Indemnifying Party (in which case the Indemnifying Party shall not have the Party's right to direct assume the defense pursuant to the provisions of this Article 9, to undertake the defense, compromise or settlement of such action on behalf Claim for the account of the Indemnified Party), in any of which event attorneys’ fees and expenses 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 Notwithstanding anything herein to the contrary, neither party shall have any liability hereunder for consequential 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 punitive damages, but shall not agree to any other settlement or compromise without the prior written consent even if apprised of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure possibility of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withhelddamages.

Procedures. (a) In case Promptly after the discovery by any Indemnified Party of any Loss or Losses, claim is madeor breach, or including any suit or action is commencedthird party claim, against either party (the “Indemnified Party”) in respect of which that would reasonably be expected to give rise to a claim for indemnification may be sought by it under this Article 17hereunder, the Indemnified Party shall promptly give deliver to the other party Securityholders’ Representative, or to Parent, as the case may be, a certificate (the a “Indemnifying PartyClaim Certificate”) that: (i) states that the Indemnified Party has paid or properly accrued Losses, or reasonably anticipates that it may or will incur liability for Losses, for which such Indemnified Party 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 to which each such item is related and, to the extent computable, the computation of the amount to which such Indemnified Party claims to be entitled hereunder; provided that no delay on the part of any Indemnified Party in notifying the Securityholders’ Representative, or Parent, as the case may be, shall relieve the Indemnifying Parties of any liability or obligations hereunder except to the extent that the Indemnifying Parties have been prejudiced thereby, and then only to such extent. (b) If the Indemnifying Party objects to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Indemnifying Party shall deliver a written notice thereof to such effect to the Indemnified Party within thirty (30) days after receipt by the Indemnifying Party of such Claim Certificate. Thereafter, the Indemnifying Party and the Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties for a period of not less than sixty (60) days after receipt by the Indemnified Party of such written objection with respect to each of such claims to which the Indemnifying Party has objected. If the Indemnified Party and the Indemnifying Party agree with respect to any of such claims, the 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 participate in pursue its available remedies for resolving its claim for indemnification. (c) Within thirty (30) days after delivery of a Claim Certificate, the defense thereof andIndemnifying Party may, with prior upon written notice thereof to the Indemnified Party given not later than twenty (20) days after the delivery Party, assume control of the applicable notice, to assume, at the Indemnifying Party’s expense, the defense thereof, of a third party claim with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party 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. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded ; provided that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle only assume control of such defense if the ad damnum is less than or compromise any such equal to the 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 Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a third party claim, suit 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 action solely 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 payment Indemnified Party controls the defense of money damages, but 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 agree to any other settlement of, or compromise the entry of any judgment arising from, any third party claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed withheld, conditioned or delayed; provided that any failure the consent of an the Indemnified Party shall not be required if the Indemnifying Party agrees in writing to consent 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 compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld)the entry of any judgment arising from, 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 third party claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding anything herein to 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 such 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 other adjustment or proposed adjustment relating to Taxes with respect to the Company and any 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 would affect the Securityholders, and not 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 Indemnified Party or as an Indemnifying Party, shall be satisfied by delivering notice to, and only to, and any such action shall be taken by, and only by, the Securityholders’ Representative.

Procedures. Promptly after receipt by an Indemnified Party of knowledge that a Claim exists (aa “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 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 is made, or such Claim Proceedings are brought against 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 thereof and it notifies the Indemnifying Party shall of the commencement thereof, the Indemnifying Party will be entitled to participate in the defense thereof therein, and, with prior to the extent that it may elect by written notice delivered to the such Indemnified Party given not later than twenty (20) days after the delivery of the applicable noticeParty, to assume, at the Indemnifying Party’s expense, 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 and such Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, such Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Claim Proceedings on behalf of such Indemnified Party. After Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereofof such Claim Proceedings and approval by such Indemnified Party of counsel, the Indemnifying Party will shall 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. ) unless (bx) The such Indemnified Party shall have employed separate counsel in connection with the right to employ its own counsel if assertion of legal defenses in accordance with the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Partypreceding sentence, (iiy) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right employed counsel reasonably satisfactory to direct the defense such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of such action on behalf commencement of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. Claim Proceedings or (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 respect of which payments may be sought by the Indemnified Party hereunder, and (iz) the Indemnifying Party may settle or compromise any shall have authorized in writing the employment of counsel for 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Procedures. (a) In case Promptly after receipt by the Indemnified Party under Section 11.02 or 11.03 of notice of a Loss or the commencement of any Proceeding against which it believes it is indemnified under this Article, the Indemnified Party shall, if a claim in respect thereto is madeto be 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 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 any suit or action is commencedProceeding given pursuant to subsection (a) of this Section, against either party (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 case of a Proceeding to the extent that it shall so desire in accordance with subsection (d) of this Section, assume the legal defense thereof or (iii) in writing object (or reserve the right to object until additional information is obtained) to the claim for indemnification or the amount thereof and set forth the grounds therefor in reasonable detail. If the Indemnifying Party 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 may be or contribution is sought by it under hereunder. If the Indemnifying Party has responded to the Indemnified Party pursuant to clause (i) of subsection (b) of this Article 17Section, the Indemnified Party shall promptly give may settle or compromise or consent to the other party (entry of any judgment with respect to the “Indemnifying Party”) Proceeding that was the subject of notice thereof and 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 participate in assume the legal defense thereof and, with prior written notice to at the Indemnified Party given not later than twenty (20) days after the delivery expense of the applicable notice, to assume, at the Indemnifying Party’s expense, the defense thereof, Party with counsel reasonably satisfactory to such the Indemnified Party. After notice from the Indemnifying Party 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. (b) The Indemnified Party shall have the right to employ its own separate counsel if in any such action and participate in the Indemnifying Party elects to assume such defensedefense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party’s expense, Party unless (i) the employment of such counsel has shall have been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected shall have failed to assume such defense, thereafter ceases its the defense of such action, action or (iii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnified Party has reasonably concluded and the Indemnifying Party, and the Indemnified Party shall have been advised by such counsel that there may be is one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party. In any such case, the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the 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 which case 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 claim or such action, the Indemnifying Party shall not have be liable to the right to direct 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 on behalf of a Proceeding as to which it has acknowledged liability, as between itself and the Indemnified Party), in any pursuant to clause (ii) of which event attorneys’ subsection (b) of this Section, the Indemnified Party may require the Indemnifying Party 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 borne bound by the Indemnifying result obtained with respect thereto by the Indemnified Party. (ce) The In the case of a Loss as to which the Indemnifying Party shall promptly notify have responded pursuant to clause (iii) of subsection (b) above, the Indemnified Party if the Indemnifying Party desires not parties shall attempt in good faith 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 resolve their differences for a period of its intention to settle or compromise any claim, suit or action against the Indemnified Party in respect of which payments may be sought 60 days following receipt by the Indemnified Party hereunder, and (i) of the response of the Indemnifying Party may settle or compromise any pursuant to subsection (b) above and, if the parties are unable to resolve their differences within such claimperiod, 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 submit the matter without to arbitration in accordance with the prior written consent provisions of the Indemnifying Party, which consent shall not be unreasonably withheldSection 13.10.

Procedures. Each party claiming a right to indemnification under this Article 6 (athe "Indemnified Party") In case shall give notice to the party from whom such indemnification is or may be sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim is made, or any suit or action is commenced, against either party (the “Indemnified Party”) in respect of as to which indemnification may be sought by it under this Article 17sought, the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall be entitled to may participate at its own expense in the defense thereof andor, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable noticeif it so elects, to assume, at the Indemnifying Party’s expense, assume the defense thereof, (with counsel reasonably satisfactory to the Indemnified Party) of any such claim and any action or proceeding resulting therefrom, including the payment of all expenses. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party. After notice from , except to the extent the Indemnified Party's failure to so notify results in the forfeiture by the Indemnifying Party to such Indemnified of substantial rights and defenses. In the event that the Indemnifying Party of its election so elects to assume the defense thereofin any action or proceeding, 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. (b) The an Indemnified Party shall have the right to employ its own separate counsel if in any such action or proceeding and to participate in the Indemnifying Party elects to assume such defensedefense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the Indemnified Party’s expense, unless (i) the employment of Indemnifying Party has agreed to pay such counsel has been authorized in writing by the Indemnifying Party, fees and expenses; (ii) any relief other than the Indemnifying Party has not employed counsel to take charge payment of money is sought against the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or Indemnified Party; (iii) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party has reasonably concluded would present such counsel with a conflict of interest; or (iv) the defendants in any such action or proceeding include the Indemnifying Party and the Indemnified Party and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which and/or any other Indemnified Party that are different from or additional to those available to the Indemnifying Party (in which case 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 direct assume the defense of such action or proceeding on behalf 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). 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), in any of which event attorneys’ fees and expenses shall be borne by at the Indemnifying Party. (c) 's expense. If the Indemnified Party assumes the defense of any such claim, investigation, action, suit, hearing or proceeding 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, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement, assume or reassume the defense thereof or prosecute such appeal, in each case at the Indemnifying Party's expense. The Indemnifying Party shall promptly notify the not, without written consent of such Indemnified Party if the Indemnifying Party desires not Party, settle or compromise or consent to assume, or participate in the defense of, entry of any judgment with respect to any such claim, suit investigation, action, suit, hearing 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 proceeding (i) the Indemnifying Party may settle or compromise in which any such claim, suit or action solely for relief other than the payment of money damages, but shall not agree to any other settlement damages is or compromise without the prior written consent of the Indemnified Party, which consent shall not may be unreasonably withheld (it being agreed that any failure of an sought against such Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) which does not include as an unconditional term thereof the giving by the claimant, Person conducting such investigation or initiating such hearing, plaintiff or petitioner to such Indemnified Party may settle or compromise any of a release from all liability with respect to such claim, investigation, action, suit or proceeding and all other claims or causes of action solely for an amount not exceeding One Thousand Dollars ($1,000), but shall not settle known or compromise any other matter without the prior written consent unknown) arising or which might arise out of the Indemnifying Party, which consent shall not be unreasonably withheldsame facts.

Procedures. (a) In case If any claim is made, or Action shall be brought against any suit or action is commenced, against either party (the “Indemnified Party”) Party in respect of which indemnification indemnity may be sought by it under pursuant to this Article 17Agreement or the Series A Amendment, or the Warrants, such Indemnified Party shall promptly give notify the other party (the “Indemnifying Party”) notice thereof Party in writing, and the Indemnifying Party shall be entitled have the right to participate in assume the defense thereof and, with prior written notice to 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 of its own choosing reasonably satisfactory acceptable to such Indemnified Party. After notice from the Indemnifying Party 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. (b) The Such Indemnified Party shall have the right to employ its own separate counsel if in any such Action and participate in the Indemnifying Party elects to assume such defensedefense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party’s expense, unless Party except to the extent that (ia) the employment of such counsel thereof has been specifically authorized in writing by the Indemnifying PartyParty in writing, (iib) the Indemnifying Party has not employed counsel to take charge failed after a reasonable period of the defense within twenty (20) days after delivery of the applicable notice or, having elected time to assume such defensedefense and to employ counsel, thereafter ceases its defense (c) in such Action there is, in the reasonable opinion of such actionseparate counsel, or (iii) a material conflict on any material issue between the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to 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 not have be responsible for the right to direct the defense of such action on behalf of the Indemnified Party), in any of which event attorneys’ reasonable fees and expenses shall of no more than one such separate counsel. The Indemnifying Party will not be borne liable to any Indemnified Party under this Agreement (i) for any settlement by an Indemnified Party effected without 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 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 ’s prior written consent of the Indemnified Partyconsent, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed or (ii) to the extent, but only to the extent, that any Loss is primarily attributable to any Indemnified Party’s breach of any of the representations, warranties, covenants or agreements made by such Indemnified Party in this Agreement or in the Series A Amendment or the Warrants. If the Indemnifying Party assumes the defense of any Action against any Indemnified Party, the Indemnifying Party shall not, without such Indemnified Party’s prior written consent, enter into any settlement 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 an unconditional written release by the claimant or plaintiff of such Indemnified Party from all liability with respect to such Action or (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. (a) In case any claim is made, or any suit or action is commenced, against either The party seeking indemnification under this Article 10 (the “Indemnified Party”) agrees to give prompt notice in respect of which indemnification may writing to the party against whom indemnity is to be sought by it under this Article 17, the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) of the assertion of any claim 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 under such section. Such notice shall set forth in reasonable detail the facts and circumstances of such Third-Party Claim and the basis for indemnification in respect thereof and (taking into account the information then available to the Indemnified Party). The failure of the Indemnified Party to so notify the Indemnifying Party shall be entitled to participate in not relieve the defense thereof andIndemnifying Party of its obligations hereunder, with prior written notice except to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, at extent such failure has prejudiced the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party 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. (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, to assume the defense of any Third-Party Claim at the expense of the Indemnifying Party, with counsel selected by the Indemnifying Party. If the Indemnifying Party does not so elect to assume the defense of such Third-Party Claim, 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 its own separate counsel if and to participate in the Indemnifying Party elects to assume such defensedefense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party’s expense, 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 Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf reasonable judgment of the Indemnified Party)’s counsel, in any the representation of which event attorneys’ fees both the Indemnifying Party and expenses shall be borne such Indemnified Party by the Indemnifying Partysame counsel would present such counsel with a conflict of interest under applicable standards of professional conduct. (c) The 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 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 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 obtain the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to withheld, delayed or conditioned) before entering into any settlement or compromise involving relief other than monetary damages shall of such Third-Party Claim, if the settlement (A) does not be deemed to be unreasonably withheld), and (ii) release the Indemnified Party may settle and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim, (B) imposes injunctive, equitable relief or compromise any such claimobligation 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, suit (C) involves a finding or action solely 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 an amount not exceeding One Thousand Dollars ($1,000), but a taxable period or portion thereof beginning after the Closing Date. The Indemnified Party shall not settle or compromise any other matter Third-Party Claim without the prior written consent of the Indemnifying Party, 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 involve a Third-Party Claim (a “Direct Claim”), the 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 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 failure 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. If Licensee, Licensor or their respective Affiliates (a) In in each case any claim is made, or any suit or action is commenced, against either party (the “an "Indemnified Party”) in respect "), receive any written claim which such Indemnified Party believes is the subject of which indemnification may be sought indemnity hereunder by it under this Article 17another Party hereto (an "Indemnifying Party"), the Indemnified Party shall promptly shall, as soon as reasonably practicable after forming such belief, give notice thereof to the other party (the “Indemnifying Party”) , provided that the failure to give timely notice thereof and to the Indemnifying Party as contemplated hereby shall be entitled not release the Indemnifying Party from any liability to participate in the Indemnified Party unless the Indemnifying Party demonstrates that the defense thereof andof such claim is materially prejudiced by such failure. The Indemnifying Party shall have the right, with prior by prompt written notice to 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, assume the defense thereofof such claim at its cost, with counsel reasonably satisfactory to such the Indemnified Party, provided, however, that Licensor shall assume the defense of any claims of patent infringement related to the Licensed Products. After notice from If the Indemnifying Party to such Indemnified Party of its election does not 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. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party)claim or, in any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. (c) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires having done so, does not to assumediligently pursue such defense, 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 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) the Indemnified Party may settle or compromise assume the defense, with counsel of its choice, but at the cost of the Indemnifying Party. If the Indemnifying Party so assumes the defense, it shall have absolute control of the litigation; provided that the Indemnified Party may, nevertheless, participate therein through counsel of its choice and at its cost. The involved Party not assuming the defense of any such claimclaim shall render all reasonable assistance to the Party assuming such defense, suit or action solely and out-of-pocket costs of such assistance shall be for an amount not exceeding One Thousand Dollars ($1,000)the account of the Indemnifying Party. No such claim shall be settled other than by the Party defending the same, but shall not settle or compromise any other matter without and then only with the prior written consent of the Indemnifying other Party, which consent shall not be unreasonably withheld; provided that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which (i) imposes on the Indemnified Party any liability or obligation which cannot be assumed or performed in full by the Indemnifying Party, (ii) does not unconditionally release the Indemnified Party, (iii) requires a statement as to or an admission of fault, culpability or failure to act by or on behalf of Indemnified Party or (iv) imposes any restrictions on the conduct of business by the Indemnified Party.

Procedures. Promptly after receipt by an Indemnified Party of knowledge that a Claim exists (aa “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 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 is made, or such Claim Proceedings are brought against 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 thereof and it notifies the Indemnifying Party shall of the commencement thereof, the Indemnifying Party will be entitled to participate in the defense thereof therein, and, with prior to the extent that it may elect by written notice delivered to the such Indemnified Party given not later than twenty (20) days after the delivery of the applicable noticeParty, to assume, at the Indemnifying Party’s expense, 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 and such Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, such Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Claim Proceedings on behalf of such Indemnified Party. After Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereofof such Claim Proceedings and approval by such Indemnified Party of counsel, the Indemnifying Party will shall 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. ) unless (bx) The such Indemnified Party shall have employed separate counsel in connection with the right to employ its own counsel if assertion of legal defenses in accordance with the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Partypreceding sentence, (iiy) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right employed counsel reasonably satisfactory to direct the defense such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of such action on behalf commencement of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. Claim Proceedings or (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 respect of which payments may be sought by the Indemnified Party hereunder, and (iz) the Indemnifying Party may settle or compromise any shall have authorized in writing the employment of counsel for 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Procedures. (a) In case any 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 made, or any suit or action asserted is commenced, against either party (hereinafter referred to as 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 thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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 to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to such ." All claims by any Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party 8.02 hereof shall be asserted and resolved in connection accordance with the defense thereof other than reasonable costs of investigationfollowing 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 have the right give written notice of any such claim (a “Loss Notice”) to employ its own counsel if the Indemnifying Party elects to assume specifying in reasonable detail the amount of the claimed Loss (the “Loss Amount”), the basis for such defenseLoss and, but in the fees and expenses case of such counsel shall be a Loss suffered by the Buyer, whether (at the Indemnified Party’s expense, unless (iits sole option) the employment Buyer intends to offset the amount of such counsel has been authorized in writing by its Loss against payments of cash or stock to become due the Indemnifying Party, Seller pursuant to this Agreement. (ii) the Indemnifying Party has not employed counsel to take charge of the defense within Within twenty (20) days after delivery of a Loss Notice, the applicable notice orIndemnifying Party shall provide to the Indemnified Party, having 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 assume 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 defensetwenty (20) day period, thereafter ceases its defense of such action, or 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 has reasonably concluded that there 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 defenses 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 it 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 different 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 additional demand stating with reasonable specificity the circumstances of the Indemnified Party's claim for indemnification; provided, however, that any failure to those available 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 notice to the Indemnifying Party (as set forth above if such claim is an Indemnifiable Third Party Claim, and shall take all actions necessary, including the posting of such bond or other security as may be required by any Governmental Authority, so as to enable the Indemnifiable Third Party Claim to be defended against or resolved without expense or other action by the Indemnified Party. 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 which case advance by the Indemnifying Party shall not have for any costs and expenses thereby incurred, (i) take such action as the right Indemnifying Party may reasonably request in connection with such action, (ii) allow the Indemnifying Party to direct dispute such action in the name of the Indemnified Party and to conduct a defense of to such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party.or (ciii) The Indemnifying Party shall promptly notify the Indemnified Party if render to the Indemnifying Party desires not to assume, or participate in the defense of, any all 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) assistance as the Indemnifying Party may settle or compromise any reasonably request in connection with 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), dispute 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withhelddefense.

Procedures. Each party entitled to indemnification under this Agreement (aeach, an "Indemnified Party") In case any claim is made, or any suit or action is commenced, against either shall give notice to the party required to provide indemnification (the “"Indemnifying Party") promptly after such Indemnified Party”) in respect Party has actual knowledge of any Claim as to which indemnification indemnity may be sought sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by it under this Article 17the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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 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. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to a conflict of interest between the Indemnifying Party (and the Indemnified Party in such action, in which case the Indemnifying Party fees and expenses of one such counsel for all Indemnified Parties shall not have be at the right to direct the defense of such action on behalf expense of the Indemnified Indemnifying Party), in and provided further, that the failure of any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Party. (c) The Indemnifying Party shall promptly notify the Indemnified Party if to give notice as provided herein shall not relieve 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 respect of which payments may be sought by the Indemnified Party hereunder, and (i) obligations under this Agreement unless the Indemnifying Party may settle is materially prejudiced thereby. No Indemnifying Party, in the investigation or compromise defense of any such claimClaim shall, suit or action solely for except with the payment of money damages, but shall not agree to any other settlement or compromise without the prior written consent of the each Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to entry of any judgment or enter into any settlement or compromise involving relief other than monetary damages shall which does not be deemed to be unreasonably withheld), and (ii) include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may settle or compromise any reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of 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, which consent shall not be unreasonably withheldClaim.

Procedures. The Party seeking indemnification (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 pursuant to this Article 17, the Indemnified Party 11 shall promptly give provide Notice to the other party indemnifying Party (the “Indemnifying Party”) notice thereof of such Claim in reasonable detail, provided that the failure to provide such Notice shall not affect the obligations of the Indemnifying Party unless and only to the extent said Indemnifying Party is actually materially prejudiced thereby. The Indemnified Party shall furnish promptly to the Indemnifying Party copies of all papers and official documents received in respect of any Claim. Commencing within thirty (30) days after receipt of the aforesaid Notice, the Indemnifying Party shall be entitled to participate in the defense thereof andundertake, with prior written notice conduct and control, through counsel of its own choosing (but reasonably acceptable to the Indemnified Party given not later than twenty (20Party) days after and at its own expense, the delivery settlement or defense of the applicable noticeClaim, provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by the Indemnified Party and reasonably acceptable 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 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. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (c) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assumenot, 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 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 Consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) the Indemnified Party may settle or compromise any such claimClaim, suit which requires payment or action solely for an amount not exceeding One Thousand Dollars ($1,000)admits fault of the Indemnified Party. The Indemnifying Party and the Indemnified Party shall cooperate fully, at the Indemnifying Parly’s expense, in all aspects of any investigation, defense, pre- trial activities, trial, compromise, settlement or discharge of any Claim in respect of which indemnity is sought pursuant to this Article 11, including, but shall not settle or compromise any limited to, providing the other matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldParty with reasonable access to employees and officers (including as witnesses) and other information.

Procedures. Any indemnification of XenoPort, XenoPort Affiliates, Patheon or Patheon Affiliates hereunder will include and extend to the benefit of their respective shareholders, directors, officers and employees. Any person that may be entitled to indemnification under this Agreement (a) In case any claim is made, or any suit or action is commenced, against either party (the an “Indemnified Party”) in respect of which indemnification may be sought by will give written notice to the Person obligated to indemnify it under this Article 17, the Indemnified Party shall promptly give the other party (the an “Indemnifying Party”) [ * ] upon becoming aware of any Third-Party Claim or other facts upon which a claim for indemnification will be based; the notice thereof will set forth any information with respect thereto as is then [ * ] available to the Indemnified Party, and the Indemnified Party will [ * ] mitigate the effects of the claim. The Indemnifying Party will have the right to undertake the defense of the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party, and the Indemnified Party will cooperate in the defense and make available all records, materials and witnesses [ * ] requested by the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, connection therewith at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from If the Indemnifying Party to such Indemnified Party of its election so to assume will have assumed the defense thereofof the Third-Party Claim with counsel [ * ] satisfactory to the Indemnified Party, the Indemnifying Party will not be liable to such the Indemnified Party under this Section for any attorneys’ fees legal or other expenses (other than for [ * ] costs of investigation) subsequently incurred by such the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (c) thereof. The Indemnifying Party shall promptly notify the Indemnified will not be liable for any Third-Party if the Claim settled without its consent, which consent will not be unreasonably withheld or delayed. The Indemnifying Party desires not to assume, or participate in will obtain 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 PartyParty prior to ceasing to defend, which consent shall not be unreasonably withheld (it being agreed that settling or otherwise disposing of any failure of an Third-Party Claim if as a result thereof the Indemnified Party would become subject to consent to any settlement injunctive or compromise involving other equitable relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) or if 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 [ * ] object to the prior written consent disposition of the Indemnifying Third-Party Claim based on a continuing adverse effect on the Indemnified Party, which consent shall not be unreasonably withheld.

Procedures. (a) An Indemnified Party (as defined in Section 17.3(b)) shall promptly give the Indemnifying Party (as defined in Section 17.3(b)) notice of any matter (other than any third party claim, suit or action) upon determining that such matter has or may give rise to any right of indemnification pursuant to this Article XVII; provided that the failure by the Indemnified Party to give prompt notice of any such matter shall not limit the liability of the Indemnifying Party hereunder, except that this provision shall not be deemed to limit the Indemnifying Party’s rights to recover from the Indemnified Party to the extent of any loss, cost or expense which it can establish resulted directly from such failure to give prompt notice. (b) In case any third party claim is made, or any third party suit or action is commenced, against either party a Person entitled to indemnification pursuant to Section 17.1 or 17.2 (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 Party (the “Indemnifying Party”) notice thereof upon making a determination that such third party claim, suit or action may give rise to a right of indemnification under this Article XVII and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable noticenotice from the Indemnified Party, 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 to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will shall 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 thereof, other than reasonable costs of investigation. (bc) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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 events the attorneys’ fees and expenses of counsel to the Indemnified Party 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 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Procedures. (a) In case If any claim Person who or which is made, entitled to seek indemnification under Section 10.2 or Section 10.3 (an "INDEMNIFIED PARTY") receives notice of the assertion or commencement of any suit Third-Party Claim against such Indemnified Party with respect to which the Person against whom or action which such indemnification is commenced, against either party being sought (the “Indemnified Party”an "INDEMNIFYING PARTY") in respect of which is obligated to provide indemnification may be sought by it under this Article 17Agreement, the Indemnified Party shall promptly 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 other party (Indemnified Party will describe the “Indemnifying Party”) notice 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 been or may be sustained by the Indemnified Party. The Indemnifying Party shall be entitled will have the right to participate in the defense thereof andin, with prior or, by giving written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable noticeParty, to assume, the defense of any Third-Party Claim at the such Indemnifying Party’s expense, the defense thereof, with 's own expense and by such Indemnifying Party's own counsel (reasonably satisfactory to such the Indemnified Party. After ), and the Indemnified Party will cooperate in good faith in such defense. (b) If, within ten days after giving notice of a Third-Party Claim to an Indemnifying Party pursuant to Section 10.4(a), an Indemnified Party receives written notice from the Indemnifying Party to such Indemnified that the Indemnifying Party of its election so has elected to assume the defense thereofof such Third-Party Claim as provided in the last sentence of Section 10.4(a), the Indemnifying Party will not be liable to such Indemnified Party under this Section for any attorneys’ fees or other legal expenses subsequently incurred by such the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ its own counsel thereof; PROVIDED, HOWEVER, that if the Indemnifying Party elects fails to assume take reasonable steps necessary to defend diligently such defense, but the fees and expenses of such counsel shall be at Third-Party Claim within ten days after receiving written notice from the Indemnified Party’s expense, unless (i) Party that the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) Indemnified Party reasonably believes the Indemnifying Party has not employed counsel failed to take charge of the defense within twenty (20) days after delivery of the applicable notice orsuch steps, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to assume its own defense, and the Indemnifying Party (in which case the 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 will be liable for all reasonable costs and expenses 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, paid or participate incurred 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 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 connection therewith. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third-Party Claim which consent shall 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 be unreasonably withheld (it being agreed that any failure entitled to indemnification hereunder, or which provides for injunctive or other non-monetary relief applicable to the Indemnified Party, or does not include an unconditional release of an all Indemnified Parties. If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld)such firm offer within ten days after its receipt of such notice, and (ii) the Indemnified Party may settle continue to contest or compromise defend such Third-Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim will not exceed the amount of such settlement offer. The Indemnified Party will provide the Indemnifying Party with reasonable access during normal business hours to books, records, and employees of the Indemnified Party necessary in connection with the Indemnifying Party's 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 respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such ten day period, the Indemnifying Party will be deemed to have rejected such claim, suit in 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. (d) A failure to give timely notice or action solely for an amount not exceeding One Thousand Dollars ($1,000to include any specified information in any notice as provided in Section 10.4(a), but shall not settle 10.4(b) or compromise any other matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.10.4

Procedures. (ai) In case any claim is made, or any suit or action is commenced, against either party (the “Indemnified Party”) in respect of which order to seek indemnification may be sought by it under this Article 17VII, an Indemnified Party shall deliver to the Indemnifying Party a Claim Notice. If the Indemnified Party is the Buyer and is seeking to enforce such Claim pursuant to the Escrow Agreement, the Indemnified Party shall promptly give deliver a copy of the other party Claim Notice to the Escrow Agent. (the “Indemnifying Party”ii) notice thereof and Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice deliver to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable noticea Response, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from in which the Indemnifying Party 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. shall: (bA) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) agree that the Indemnified Party has reasonably concluded that there may be defenses available is entitled to it which are different from or additional to those available to receive all of the Indemnifying Party Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party shall not have to the right to direct the defense of such action on behalf Indemnified Party of the Claimed Amount, by check or by wire transfer (provided, that if a Buyer Indemnified Party is the Indemnified Party and is seeking to enforce such Claim pursuant to the Escrow Agreement, the Indemnified Party shall deliver to the Escrow Agent, within three days following delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse the Claimed Amount to the Buyer Indemnified Party)), (B) agree that the Indemnified Party is entitled to receive the Agreed Amount (in any of which event attorneys’ fees and expenses case the Response shall be borne accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer (provided, that if a Buyer Indemnified Party is the Indemnified Party and is seeking to enforce such Claim pursuant to the Escrow Agreement, the Indemnified Party shall deliver to the Escrow Agent, within three days following delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse the Agreed Amount to the Buyer Indemnified Party)), or (C) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (ciii) The During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party shall promptly notify and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to binding arbitration, and 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 and the Indemnified Party agree in writing to submit the Dispute to such arbitration, then the provisions of Section 7.3(e) shall become effective with respect to such Dispute. The provisions of which payments may be sought by this Section 7.3(e) shall not obligate the Indemnifying Party and the Indemnified Party hereunderto submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and (i) in the absence of an agreement by the Indemnifying Party may settle or compromise any such claim, suit or action solely for and 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 any failure of an Indemnified Party to consent to any settlement arbitrate a Dispute, such Dispute shall be resolved in a state or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheldfederal court sitting in New York.

Procedures. (a) In case the event that any suit, action or proceedings shall be instituted, or that any claim is madeor demand (collectively, or a “Claim”) shall be asserted by any suit or action is commencedPerson in respect of which payment may be sought under Section 7.2 hereof, against either the party seeking indemnification under Section 7.2 (the “Indemnified Party”) in respect shall promptly cause written notice of the assertion of any Claim of which indemnification may it has knowledge which is covered by this indemnity to be sought by it under this Article 17, forwarded to the Indemnified Party shall promptly give the other indemnifying party (the “Indemnifying Party”) notice thereof ). The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal (as provided herein) with any Claim which relates to any Losses indemnified against hereunder, it shall be entitled to participate in within five (5) days (or sooner, if the defense thereof and, with prior written notice to nature of the Claim so requires) notify the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, its intent to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Partydo so. After notice from If the Indemnifying Party elects not to such defend against, negotiate, settle or otherwise deal (as provided herein) with any Claim which relates to any Losses indemnified against hereunder, fails to notify the Indemnified Party of its election so as herein provided or contests its obligation to assume indemnify the defense thereofIndemnified Party against such Losses under this Agreement, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Claim; provided, however, that the Indemnified Party may not settle such Claim without the consent of the Indemnifying Party Party, which consent will not be liable unreasonably withheld or delayed. With respect to such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with Claim, the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ retain its own counsel if the Indemnifying Party elects to assume such defensecounsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party’s expense, Party unless (i) the employment of Indemnifying Party has agreed to pay such counsel has been authorized in writing by the Indemnifying Party, fees and expenses; (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected failed to assume such defense, thereafter ceases its 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 the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to notifies the Indemnifying Party (in which case writing that the Indemnified Party elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to direct assume the defense of such suit, action or proceeding on behalf of the Indemnified Party). (b) After any final judgment or award shall have been rendered by a court, arbitration board or Governmental Entity of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any of which event attorneys’ fees sums due and expenses shall be borne owing by the Indemnifying PartyParty to this Agreement with respect to such matter and the Indemnifying Party shall be required to pay all of the sums so due and owing to the Indemnified Party in accordance with this Section 7.3. (c) The Indemnifying Party shall promptly notify failure of the Indemnified Party if to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party desires not to assume, or participate in the defense of, any can demonstrate actual loss and prejudice as a result of such claim, suit or actionfailure. (d) The Indemnified Party or Indemnifying Party may at any time notify the other All payments of its intention Claims 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and made by wire transfer of immediately available funds within ten (ii10) Business Days after 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 written consent date of the Indemnifying Party, which consent shall not be unreasonably withheldnotice of sums due and owing provided for in this Section 7.3.

Procedures. (a) In On or before the last day of the applicable Claims Period, Acquiror or Parent or any other Indemnified Person may deliver to the applicable Indemnifying Party (and, in the case of the Acquiror or an Acquiror Indemnified Person prior to the expiration of the Escrow Period, with a copy thereof to the Escrow Agent) a certificate signed by any claim is madeofficer of Acquiror or Parent or such Indemnified Person, as applicable (an “Claim Certificate”): (i) stating that such Indemnified Person has incurred or paid, or any suit in good faith believes that it may incur or action is commencedpay, against either party Indemnifiable Damages; (ii) stating the “Indemnified Party”) amount of such Indemnifiable Damages (which, in respect the case of which indemnification Indemnifiable Damages not yet incurred or paid, may be sought the maximum amount believed by it under this Article 17such Indemnified Person, in good faith to be incurred or paid or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by such Indemnified Party Person) the elements of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related (including any applicable clause(s) of Section 6.2(a) or 6.2(b) upon which the claim for indemnification is based). Subject to Section 6.4(b), no delay in providing such Claim Certificate within the Claims Period or imperfection therein shall promptly give affect an Indemnified Person’s rights hereunder, unless (and then only to the other party (the “Indemnifying Party”extent that) notice thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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 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 investigationis prejudiced thereby. (b) The Indemnified Party With respect to Claim Certificates delivered by Acquiror during the Escrow Period, the Escrow Agent shall have make no payment or disbursement except as set forth in the right Escrow Agreement, subject to employ its own counsel if the Indemnifying Party elects to assume such defensedispute rights set forth therein and herein. For the avoidance of doubt, but in no event shall the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel Escrow Agent make any payment or disburse any Escrow Shares after Parent has been authorized objected in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 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 any claim set forth in a Claims Certificate until such objection shall not agree to any other settlement or compromise without have been resolved in accordance with this Article 6. Acquiror acknowledges the prior written consent terms and obligations set forth Section 1.3(f) of the Indemnified PartyEscrow Agreement with respect to its stock transfer agent and matters relating to delivery of balance stock certificates and agrees to take all actions and sign and deliver all notices, which consent shall not be unreasonably withheld (it being agreed that instructions and certificates reasonably necessary to give effect thereto and to facilitate any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), disbursements from the Escrow Account in accordance with the Escrow Agreement 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheldthis Agreement.

Procedures. The following procedures shall apply with respect to any actual or potential claim against which a party hereto is indemnified (a) In case any claim is made, or any suit or action is commenced, against either party (hereinafter 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 (hereinafter the “"Indemnifying Party”") under Sections 5.1 and 5.2 hereof. 5.3.1 Within ten (10) days after the Indemnified Party first receives notice thereof and the Indemnifying Party of a claim, it shall be entitled to participate in the defense thereof and, with prior give written notice to the Indemnifying Party of such claim in reasonable detail. Provided that the failure to give notice shall not relieve a party of liability for indemnification except to the extent the Indemnified Party given not later than twenty (20) days after is prejudiced thereby. 5.3.2 The Indemnifying Party shall have the delivery of the applicable notice, to assumeexclusive right, at the Indemnifying Party’s expenseits sole cost, the defense thereofexpense and liability to litigate, with counsel reasonably satisfactory to defend, settle or otherwise resolve such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereofclaim, provided however, the Indemnifying Party will is 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. (b) The Indemnified Party shall have the right to employ its own counsel precluded from disputing liability if the facts ultimately show that the liability is not properly subject to indemnification. No Indemnifying Party elects to assume such defenseshall, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 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, effect any settlement of any pending or threatened proceeding in respect of which consent shall not be unreasonably withheld (it being agreed that any failure of an the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding. The Indemnified Party, however, may elect, at any time and at its sole cost, expense and ultimate liability, to consent to any settlement or compromise involving relief other than monetary damages likewise resolve such claim, provided however, such election shall not be deemed to be unreasonably withheld), (i) a release of the Indemnifying Party of all liability and responsibility it otherwise would have in respect of the claim; and (ii) agreement by the Indemnified Party to defend and indemnify the Indemnifying Party against all such liability it may settle or compromise have in connection with the claim. 5.3.3 Business Partner and HCI shall fully cooperate with each other in connection with any such claimlitigation, suit defense, settlement or action solely other attempted resolution, and in any event, each party shall have the right to select co-counsel at its sole cost and expense and to consult with counsel 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, which consent shall not be unreasonably withheld.

Procedures. (a) In case any claim is made, or any suit or action is commenced, against either party (the “a Bank Indemnified Party or Company Indemnified Party”) , the Party in respect of which indemnification may be sought by it under this Article 17ARTICLE 16 (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 Party”) shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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 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. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) § the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) § the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) § the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 one thousand dollars ($1,000), but shall not settle or compromise any other matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. (e) Notwithstanding any provision contained in this Section 16.3 to the contrary, the Indemnifying Party shall not knowingly take any position or action in any pending litigation that would be reasonably likely to be adverse to the Indemnified Party without the Indemnified Party’s express prior written consent.

Procedures. (a) In case The terms of this Section 7.4 shall apply to any claim is made(a "Claim") for indemnification under the terms of Sections 7.2 or 7.3. The Section ----- 7.2 Indemnified Party or Section 7.3 Indemnified Party (each, or any suit or action is commencedan "Indemnified ----------- Party"), against either as the case may be, shall give prompt written notice of such Claim to ----- the indemnifying 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 thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of under the applicable noticeSection, 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 to such Indemnified Party of its election so to ------------------ which party may assume the defense thereof, provided that any delay or failure to so notify the Indemnifying Party will not be liable shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is materially prejudiced by reason of such Indemnified Party under this Section for any attorneys’ fees delay or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) failure. The Indemnified Party shall have the right to employ its own approve any counsel if selected by the Indemnifying Party elects and to assume approve the terms of any proposed settlement, such defenseapproval not to be unreasonably delayed or withheld (unless such settlement provides only, but the fees and expenses of such counsel shall be at as to the Indemnified Party’s expense, unless (i) the employment payment of such counsel has been authorized in writing money damages actually paid by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge and a complete release of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 respect of which payments 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 sought 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 event that the Indemnifying Party undertakes the defense of any Claim, the Indemnifying Party will keep the Indemnified Party hereunderadvised 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 Party fails to assume the defense of any Claim within ten business days after receiving written notice thereof, the Indemnified Party shall have the right, subject to the Indemnifying Party's right to assume the defense pursuant to the provisions of this Article VII, to undertake the defense, compromise or settlement of such Claim for the account of the Indemnifying Party. 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. Each Indemnified Party shall agree in writing prior to any such advancement that, in the event he or it receives any such advance, 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 counsel (and local counsel) for each of the following groups of Indemnified Parties: (i) Sellers, their Affiliates, and the Indemnifying Party may settle or compromise shareholders, members, managers, officers, employees, agents and/or the legal representatives of 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), them; and (ii) the Indemnified Party may settle or compromise Company and its Affiliates, and the shareholders, members, managers, officers, employees, agents and/or the legal representatives of 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, which consent shall not be unreasonably withheldthem.

Procedures. (a) In case any claim is made, or any suit or action is commenced, against either party (the “If an Indemnified Party”) in respect of which indemnification may be sought by it Party intends to seek indemnity under this Article 17X, such Indemnified Party shall promptly notify Seller or Buyer, as the case may be (the "Indemnifying Party"), in writing of such claims setting forth the basis for and the amount of such claims in reasonable detail, provided that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless it is actually prejudiced thereby, subject, however, to the time period in Section 10.01 hereof. In the event such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party shall have thirty (30) days after receipt of such notice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall be entitled to participate cooperate with it in the defense thereof andconnection therewith, with prior written notice to provided that the Indemnified Party given not later than twenty may participate (20) days after the delivery of the applicable notice, subject to assume, at the Indemnifying Party’s expense's control) in such settlement or defense through counsel chosen by it, and provided further that the defense thereof, with counsel reasonably satisfactory to fees and expenses of such Indemnified Party. After 's counsel shall be borne by the Indemnified Party; provided, however, that any Indemnified Party is hereby authorized prior to any notice from the Indemnifying Party of its undertaking of the defense, to such file any motion, answer or other pleading which the Indemnified Party shall deem necessary to protect its interests and which shall otherwise have become due. The Indemnifying Party may, without the consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment in any action involving only the payment of money which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of its election a duly executed written release of the Indemnified Party from all liability in respect of such action which written release shall be reasonably satisfactory 77 in form and substance to counsel for the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party settle or compromise any action involving relief other than the payment of money in any manner that, in the reasonable judgment of the Indemnified Party, would materially and adversely affect the Indemnified Party; provided, however, that if the Indemnified Party shall fail or refuse to consent to a settlement, compromise or judgment proposed by the Indemnifying Party and approved by the third Person in any such action and a judgment thereafter shall be entered or a settlement or compromise thereafter shall be effected on terms less favorable in the aggregate to the Indemnified Party than the settlement, compromise or judgment proposed by the Indemnifying Party, the Indemnifying Party shall have no liability hereunder with respect to any Losses and Damages in excess of those that were provided for in the settlement, compromise or judgment proposed by the Indemnifying Party or any costs or expenses related to such claim arising after the date such settlement, compromise or judgment was so proposed. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to assume undertake 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. (b) The Indemnified Party shall have the right to employ its own counsel if contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. So long as the Indemnifying Party elects to assume is contesting any such defenseclaim in good faith, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from shall not pay or additional to those available settle any such claim, unless such settlement includes as an unconditional term thereof the delivery by the claimant or plaintiff and by the Indemnified Party to the Indemnifying Party (in which case of duly executed written releases of the Indemnifying Party shall not have the right to direct the defense from all liability in respect of such action on behalf of the Indemnified Party), in any of claim which event attorneys’ fees and expenses written releases shall be borne by reasonably satisfactory in form and substance to counsel for 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 shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or Indemnifying Party may at discharge of any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party claim in respect of which payments may be indemnity is 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 pursuant 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.Article X.

Procedures. (a) In case any claim is madeIf a party wishes to seek indemnification under this Section 6, or any suit or action is commenced, against either such party (the “Indemnified Party”) shall give written notice thereof to the party or parties from whom it seeks indemnification (the “Indemnifying Party”); provided, that in respect the case of which indemnification may be sought any action or lawsuit brought or asserted by it under this Article 17a third party (a “Third Party Claim”) that would entitle the Indemnified Party to indemnity hereunder, the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and notify the Indemnifying Party of the same in writing; provided further, that the failure to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation hereunder except to the extent that the Indemnifying Party has been materially prejudiced thereby. Any request for indemnification made by an Indemnified Party shall be entitled to participate in writing, shall specify in reasonable detail the defense thereof basis for such claim, the facts pertaining thereto and, with prior if known and quantifiable, the amount thereof. (b) In the case of any Third Party Claim, if within thirty (30) Business Days after receiving the notice described in Section 6.3(a) above the Indemnifying Party gives written notice to the Indemnified Party given not later than twenty stating (20A) 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 that the Indemnifying Party would be liable for indemnity under the provisions hereof if such Third Party Claim were valid, (B) that the Indemnifying Party disputes and intends to defend against such Indemnified Party of its election so to assume the defense thereof, claim and (C) that the Indemnifying Party will not be liable to such Indemnified Party under this Section solely responsible for any attorneys’ fees or other all costs, expenses subsequently and liabilities incurred by such Indemnified Party in connection with or otherwise relating to such claim, then counsel for the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing selected by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case subject to the 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. (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 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 any failure of an Indemnified withheld), whereupon the Indemnifying Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed required to be unreasonably withheld), and (ii) make any payment to the Indemnified Party may settle for the costs of its defense counsel in respect of such Third Party Claim as long as the Indemnifying Party is conducting a good faith and diligent defense; provided, that the Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or compromise any such claimthrough counsel. If the Indemnifying Party assumes the defense in accordance with the preceding sentence, suit or action solely for an amount not exceeding One Thousand Dollars ($1,000)it shall have the right, but shall not settle or compromise any other matter without with the prior written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld, to settle the portion of such Third Party Claim that is subject to indemnification; provided, that the settlement (i) does not involve the imposition of an injunction or other equitable relief on the Indemnified Party, and (ii) expressly and unconditionally releases the Indemnified Party from all Liabilities with respect to such Third Party Claim (and all other claims arising out of the same or similar facts and circumstances), with prejudice. The Indemnifying Party shall keep the Indemnified Party apprised of the status of any Third Party Claim for which it has assumed the defense, shall furnish the Indemnified Party with all documents and information that such Indemnified Party reasonably requests, and shall consult with the Indemnified Party prior to acting on major matters, including settlement discussions. Notwithstanding any of the foregoing, the Indemnifying Party shall not have the right to assume control of the defense, and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party, if the Third Party Claim which such Indemnifying Party seeks to assume control of: (1) seeks non-monetary relief; (2) involves criminal or quasi-criminal allegations; (3) is one in which an Indemnifying Party and the Indemnified Party are both named in the complaint, and joint representation by the same counsel would be inappropriate under applicable standards of ethical conduct; (4) could reasonably be expected to adversely affect the Taxes of the Indemnified Party for a taxable period (or portion thereof) beginning after the Closing Date; or (5) involves a claim for which an adverse determination would have a material and adverse effect on the Indemnified Party’s reputation or future business prospects. If notice of intent to dispute and defend is not given by the Indemnifying Party within the time period referenced above, or if such diligent good faith defense is not being or ceases to be conducted, then the Indemnified Party may undertake the defense of (with counsel selected by such Indemnified Party), and shall have the right to compromise or settle, such Third Party Claim (exercising reasonable business judgment) in its discretion. If such Third Party Claim is one that, by its nature, cannot be defended solely by the Indemnifying Party, then the Indemnified Party shall make available all information and assistance that the Indemnifying Party shall reasonably request, and shall cooperate with the Indemnifying Party in such defense.

Procedures. (a) An Indemnified Party (as defined in Section 17.3(b)) shall promptly give the Indemnifying Party (as defined in Section 17.3(b) notice of any matter (other than any third party claim, suit or action) upon determining that such matter has or may give rise to any right of indemnification pursuant to Article XVII hereof; provided that the failure by the Indemnified Party to give prompt notice of any such matter shall not limit the liability of the Indemnifying Party hereunder, except that this provision shall not be deemed to limit the Indemnifying Party's rights to recover from the Indemnified Party to the extent of any loss, cost or expense which it can establish resulted directly from such failure to give prompt notice. (b) In case any third party claim is made, or any third party suit or action is commenced, against either party a 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 Party (the “"Indemnifying Party”") notice thereof upon making a determination that such third party claim, suit or action may give rise to a right of indemnification under Article XVII hereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable noticenotice from the Indemnified Party, to assume, at the Indemnifying Party’s 's expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will shall 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 thereof, other than reasonable costs of investigation. (bc) The Indemnified Party shall 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 shall be at the Indemnified Party’s 's expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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 events the attorneys’ ' fees and expenses of counsel to the Indemnified Party shall be borne by the Indemnifying Party. (cd) 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 third party claim, suit or action. (de) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any third party 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 damagesdamages 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) the Indemnified Party may settle or compromise any such third party claim, suit or action solely for an amount not exceeding One Thousand Dollars one thousand dollars ($1,000), but shall not settle or compromise any other matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Procedures. (a) In case any claim is made, or any suit or action is commenced, against either order for a party (the “"Indemnified Party”) "), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of which or involving a claim made by any person against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the party against whom indemnification may be is sought (the "Indemnifying Party"), in writing of the Third Party Claim promptly following receipt by it under this Article 17such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnified Party shall promptly give deliver to the other party (the “Indemnifying Party”, promptly following the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) notice thereof received by the Indemnified Party relating to the Third Party Claim and not also addressed to the Indemnifying Party. (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with prior written notice counsel selected by the Indemnifying Party; provided that such counsel is not reasonably objected to by the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party 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 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 legal expenses subsequently incurred by such the Indemnified Party in connection with the defense thereof other than reasonable costs unless the Indemnifying Party has failed to promptly assume the defense of investigation. a Third Party Claim after receipt of notice of the commencement thereof or if there are defenses available to the Indemnifying Party and the Indemnified Party which are sufficiently disparate and several such that continued representation by one counsel (bor firm of counsel) The of both the Indemnifying and the Indemnified Parties would materially prejudice the assertion or prosecution of such defenses or otherwise result in a conflict of interest for such counsel. 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 counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) separate from the employment of such counsel has been authorized in writing employed by the Indemnifying Party, (ii) it being understood that the Indemnifying Party has not employed counsel shall control such defense. If the Indemnifying Party chooses to take charge of defend or prosecute a Third Party Claim, all the Indemnified Parties shall cooperate in the defense within twenty or prosecution thereof. Such cooperation shall include the retention and (20) days after delivery of upon the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iiiIndemnifying Party's request) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available provision to the Indemnifying Party (in which case 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 shall not have the right to direct assumes the defense of such action on behalf of a Third Party Claim, the Indemnified Party)Party shall not admit any liability with respect to, in any of which event attorneys’ fees and expenses shall be borne by or settle, compromise or discharge, such Third Party Claim without 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 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 's prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, 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. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Procedures. (a) In case An Indemnified Party seeking indemnification under Section 8.1 shall give prompt written notice to the Indemnifying Party of the assertion of any claim is madethat does not involve a Proceeding brought by a third party. The notice shall describe in reasonable detail the nature of the claim, or any suit or action is commenced, against either party (an estimate of the “Indemnified Party”) in respect amount of which Losses attributable to the claim to the extent feasible and the basis of the request for indemnification may be sought by it under this Article 17Agreement. (b) If an Indemnified Party receives notice of a Proceeding brought by a third party for which the Indemnified Party intends to assert an indemnification claim under Section 8.1 against the Indemnifying Party, then the Indemnified Party shall promptly give notice of the other party (the “Indemnifying Party”) notice thereof and Proceeding to the Indemnifying Party no later than thirty (30) Business Days before the answer or other response to the Proceeding is required to be made. The Indemnifying Party shall be entitled to participate in assume the defense thereof and, with prior written of any Proceeding by notice to the Indemnified Party given not no later than twenty fifteen (2015) days after Business Days prior to the delivery date by which an answer or other response to the Proceeding is required to be made. Any failure by either Party to give the requisite notice within the time specified in this Section 8.3(b) shall not relieve the Indemnifying Party of the applicable notice, obligation to assume, at indemnify the Indemnified Party or the obligation to allow the Indemnifying Party’s expense, Party to defend pursuant to this Section 8.3(b) except to the extent that the defense thereof, with of any Proceeding is materially prejudiced by the delay. The Indemnifying Party shall utilize counsel reasonably satisfactory to such the Indemnified Party. (c) Notwithstanding the foregoing, if an Indemnified Party shows that a Proceeding will materially adversely affect it or its Affiliates in the operation of their respective businesses other than as a result of monetary damages for which it would be entitled to indemnification under this Article or if the Proceeding involves an assessment of Taxes solely against the Indemnified Party, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, but not compromise or settle, such Proceeding. After notice from If a compromise or settlement will adversely affect the Indemnifying Party, and subject to the terms hereof, any compromise or settlement of such a Proceeding may only be made with the consent of the Indemnifying Party. (d) If the Indemnifying Party to such Indemnified Party of its election so to assume assumes the defense thereofof a Proceeding pursuant to Section 8.3(b), then the Indemnifying Party will not be liable to such Indemnified Party under this Section for may defend and conduct any attorneys’ fees proceedings or other expenses subsequently incurred by such Indemnified Party negotiations in connection with the defense thereof Proceeding, take all other than reasonable costs required steps or proceedings to settle or defend any Proceeding, and to employ counsel to contest any Proceeding in the name of investigationthe Indemnified Party or otherwise; provided, however, (i) no compromise or settlement of any Proceeding may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are in fact paid in full by the Indemnifying Party and (ii) the Indemnified Party will have no liability with respect to any compromise or settlement of such Proceeding effected without its consent. (be) If the Indemnifying Party does not assume the defense of (having been given a proper opportunity to do so), or if after so assuming the Indemnifying Party fails properly to defend, any Proceeding, then the Indemnified Party may defend against any claim or Proceeding in a manner reasonably appropriate and the Indemnified Party may settle any claim or Proceeding on such terms as are reasonable in the circumstances (but subject to the provisions of this Article VIII, including Section 8.3(f)). (f) The Indemnified Party shall have the right to employ participate in the defense of any Proceeding related to any indemnified Losses at its own counsel if sole cost and expense and the Indemnifying Party elects cost and expense of that participation shall not be Losses subject to assume such defenseindemnification. (g) In connection with any and all environmental matters for which Sellers must indemnify Buyer under this Article VIII, but including, without limitation, claims relating to the fees and expenses presence or removal of such counsel shall be at Lime Kiln Dust on the Indemnified Party’s expense, unless Trapezoid Parcel for which Sellers must indemnify Buyer under Section 6.15 and/or Section 8.2(a): (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available Subject to the Indemnifying Party (in which case the Indemnifying Party last two sentences of this Section 8.3(g)(i), Buyer shall not have the right to direct conduct and retain control over any action to investigate, evaluate, assess, test, monitor, remove, respond to, treat, axxxx, remedy, correct, clean-up or otherwise remediate the defense release or presence of such any Hazardous Substance or Lime Kiln Dust, correction of noncompliance or other action on behalf of the Indemnified Party(collectively, “Remedial Action”), including the right to (A) investigate any suspected contamination or noncompliance, (B) conduct and obtain any tests, reports, surveys and investigations, (C) contact, negotiate or otherwise deal with Governmental Authorities, (D) prepare any plan for such Remedial Action and (E) conduct or direct any such Remedial Action; provided that Buyer shall consult with Sellers in good faith, including providing Sellers the opportunity to review and comment on any of which event attorneys’ fees plan for Remedial Action prior to submittal to any Governmental Authority and expenses shall be borne by the Indemnifying Party. (c) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not opportunity to assume, or participate in the defense ofmeetings with any Governmental Authority regarding Remedial Actions. Prior to incurring an obligation or material proposed expenditure for any Remedial Action under this Article VIII, any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other Buyer will provide Seller with notice 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 hereunderdo so (with adequate information relating to such proposed expenditure), and (i) Seller shall have the Indemnifying Party may settle or compromise any right to consent to 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 Partyexpenditure, which consent shall not unreasonably be unreasonably withheld withheld. Buyer shall apprise Sellers of any information regarding the undertaking, scheduling and execution of any Remedial Action and shall provide Seller with copies that it receives of all written reports associated with any Remedial Action. Neither Buyer nor any Affiliate of Buyer (it being agreed that including the Company) shall initiate any failure of an Indemnified Party to consent Remedial Action other than (a) as required by applicable Environmental Laws, (b) in connection with reasonable responses to any settlement spill or compromise involving relief emergency situation occurring within a reasonable period of time following such spill or emergency situation, or (c) reasonable Remedial Actions taken in good faith following the receipt of information that would lead a reasonable and responsible corporate citizen to believe that Remedial Action is advisable in the circumstances; provided, however, that following notice of the Remedial Action by Buyer to Sellers as required above, Buyer shall follow any commercially reasonable recommendations of Sellers which are designed to mitigate the risks of Environmental Liabilities resulting from such Remedial Actions. Notwithstanding any other than monetary damages provision of this Agreement to the contrary, neither Buyer nor any Affiliate of Buyer (including the Company) shall not be deemed initiate any Remedial Action in connection with Lime Kiln Dust unless required to be unreasonably withheld), and do so under any Environmental Law. (ii) Sellers and Buyer agree that any Remedial Action shall be the Indemnified Party may settle most cost-effective, commercially reasonable method under the circumstances and based upon the understanding that the Owned Real Property and Leased Real Property is and will continue to be used for industrial purposes. Any Remedial Action shall make maximum use of institutional controls, including, without limitation, deed restrictions, signs, fencing, buffers and controls, to the extent permitted by Governmental Authorities; provided that such institutional controls shall not unreasonably restrict or compromise limit the industrial activities being performed by Buyer or the Company on the Owned Real Property or Leased Real Property. (iii) Sellers and Buyer mutually agree to cooperate in connection with any such claim, suit indemnification claims. (iv) Buyer shall not contact or action solely for an amount not exceeding One Thousand Dollars ($1,000importune any Governmental Authority in connection with any matter that will or could become the subject of a claim under Section 8.2(a), but unless required by Environmental Law. The rights and remedies for claims under Section 8.1(a) as set forth in this Agreement shall not settle or compromise any other matter without be the prior written consent exclusive remedy of the Indemnifying Party, which consent shall not be unreasonably withheldBuyer with respect to environmental claims.

Procedures. (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 Each Indemnified Party shall give notice to each ---------- Indemnifying Party promptly give the other party (the “Indemnifying Party”) notice thereof after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and the Indemnifying Party shall be entitled to may participate at its own expense in the defense, or if it so elects, assume the defense thereof andof any such claim and any action or proceeding resulting therefrom, with prior written including the employment of counsel and the payment of all expenses. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party from its obligations to indemnify such Indemnified Party, except to the extent the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, Party's failure to assume, at so notify actually prejudices the Indemnifying Party’s expense's ability to defend against such claim, action or proceeding. In the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from event that the Indemnifying Party to such Indemnified Party of its election so elects to assume the defense thereofin any action or proceeding, 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. (b) The an Indemnified Party shall have the right to employ its own separate counsel if in any such action or proceeding and to participate in the Indemnifying Party elects to assume such defensedefense thereof, but such Indemnified Party shall pay the fees and expenses of such separate counsel shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle has agreed to pay such fees and expenses or compromise (ii) the named parties to any such claimaction or proceeding (including any impleaded parties) include such Indemnified Party and the Indemnifying Party, suit and such Indemnified Party shall have been advised by counsel that there 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 solely 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 payment reasonable fees and expenses of money damagesmore than one separate firm of attorneys at any time for all Indemnified Parties, but which firm shall not agree to be designated in writing by the applicable Indemnified Parties). No Indemnifying Party, in the defense of any other settlement such claim or compromise without litigation, shall, except with the prior written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement which consent shall does not be unreasonably withheld (it being agreed that any failure of 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 consent to any settlement such claim or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheldlitigation.

Procedures. Any Indemnified Party shall notify the Indemnifying Party (awith reasonable detail) In case any promptly after it becomes aware of facts supporting a claim is made, or any suit or action is commenced, against either party (the “Indemnified Party”) in respect of which for indemnification may be sought by it under this Article 17IX, and shall provide to the Indemnifying Party as soon as practicable thereafter all information and documentation necessary to support and verify any Losses associated with such claim or action. Subject to Section 9.2(c)(ii), the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and failure to so notify or provide information to the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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 relieve the Indemnifying Party of any liability that it may have to such any Indemnified Party of its election so Party, except to assume the defense thereof, extent that the Indemnifying Party will not be liable to such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred demonstrates that it has been materially prejudiced by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall 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 shall be at the Indemnified Party’s expensefailure to give such notice, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have be relieved from its obligations hereunder to the right to direct the defense extent 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. (c) material prejudice. The Indemnifying Party shall promptly notify participate in and defend, contest or otherwise protect the Indemnified Party if 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 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 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 make any other settlement or compromise without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld (it being agreed or delayed) unless the sole relief provided is monetary damages that any failure of an are paid in full by the Indemnifying Party. The Indemnified Party shall have the right, but not the obligation, to consent participate at its own expense in the defense thereof by counsel of the Indemnified Party’s choice and shall in any event use its reasonable best efforts to any settlement cooperate with and assist the Indemnifying Party. If the Indemnifying Party fails timely to defend, contest or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld)otherwise protect against such suit, and (ii) action, investigation, claim or proceeding, the Indemnified Party may settle shall have the right to do so, including, without limitation, the right to make any compromise or compromise any such claimsettlement thereof, suit or action solely for an amount not exceeding One Thousand Dollars ($1,000), but and the Indemnified Party shall not settle or compromise any other matter without be entitled to recover the prior written consent of entire cost thereof from the Indemnifying Party, which consent shall not be unreasonably withheldincluding, without limitation, reasonable attorneys’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding.

Procedures. (a) In case any claim is madeorder for a Buyer Indemnified Party (in such capacity, or any suit or action is commenced, against either party (the “Indemnified Party”) in respect of which to be entitled to any indemnification may be sought by it provided for under this Article 17, Agreement as a result of a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall promptly give the other party deliver notice thereof to Seller (in such capacity, the “Indemnifying Party”) within 30 days of the actual receipt of the Third Party Claim by a responsible officer, describing in reasonable detail the nature of such Third Party Claim, including the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, any other remedy sought thereunder to the extent known, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto; provided, that the failure of an Indemnified Party to give timely notice thereof and shall not affect its rights to indemnification under this Article VII except to the extent that the Indemnifying Party has been materially prejudiced by such failure. (b) The Indemnifying Party shall be entitled to participate in have the defense thereof andright, with prior upon written notice to the Indemnified Party given not later than twenty (20) within 30 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 receipt of notice from the Indemnifying Party to such Indemnified Party of its election so the commencement of such Third Party Claim, to assume the defense thereof, thereof at the expense of the Indemnifying Party will not be liable with counsel selected by the Indemnifying Party and reasonably satisfactory to such the Indemnified Party; provided, that it has acknowledged in writing to the Indemnified Party under that it is liable for such Third Party Claim pursuant to this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Article VII. If the Indemnifying Party in connection with assumes the defense thereof other than reasonable costs of investigation. (b) The such Third Party Claim, the Indemnified Party shall have the right to employ its own separate counsel if and to participate in the Indemnifying Party elects to assume such defensedefense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party’s expense, unless except that if in the written advice of counsel to the Indemnified Party that representation of both parties by the same counsel would be inappropriate due to an actual, material conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, such Indemnifying Party shall be liable for the reasonable out-of-pocket fees and expenses of counsel to the Indemnified Party. If the Indemnifying Party does not acknowledge in writing that it is liable for such Third Party Claim or assume the defense and control of any Third Party Claim pursuant to this Section 7.2(b), the Indemnified Party shall be entitled to assume and control such defense (it being understood that (i) the employment Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by the Indemnified Party’s assumption of the defense of such counsel has been authorized in writing by the Indemnifying Party, Third Party Claim and (ii) the Indemnifying Party has not employed counsel shall reimburse the Indemnified Party for the out-of-pocket costs of defending against such Third Party Claim (including reasonable and documented attorneys’ fees and expenses to take charge of the defense within twenty (20) days after delivery of extent that it is determined that such Indemnifying Party is liable under this Agreement with respect to such Third Party Claim)), but the applicable notice or, having elected Indemnifying Party may nonetheless elect to assume such defense, thereafter ceases its participate in the defense of such actionThird Party Claim with its own counsel and at its own expense. Each of the Indemnified Party and the Indemnifying Party shall reasonably cooperate with the other in defense of a Third Party Claim and make available to the other all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as is reasonably required by the other. (c) Notwithstanding the provisions of Section 7.2(b), if, in the reasonable and good faith judgment of the Indemnified Party, any Third Party Claim that relates to any amounts indemnifiable or potentially indemnifiable under this Article VII entails a material risk of (i) non-monetary sanctions being imposed on the Indemnified Party, (ii) criminal penalties or (iii) a finding or admission of any violation of Law or finding or admission of any wrongdoing by the Indemnified Party, the Indemnified Party has reasonably concluded that there may shall have the right, at its option, to be defenses available to it represented by counsel selected by the Indemnified Party (which are different from or additional to those available shall be at the Indemnifying Party’s expense), and by giving written notice to the Indemnifying Party, to take control of, the defense, negotiation or settlement of such Third Party Claim; provided, that each Indemnifying Party may participate in any such Third Party Claim with counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnified Party, which shall be at the Indemnifying Party’s own expense. (in which case d) If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not have the right agree to direct the defense any settlement, compromise or discharge of such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne Third Party Claim that (i) provides other than for monetary payment (paid by the Indemnifying Party. ) without the Indemnified Party’s prior written consent or (cii) The does not include as an unconditional term thereof the giving of a release from all Liability with respect to such Third Party Claim by the applicable claimant or plaintiff to such Indemnified Party that is or may be subject to the Third Party Claim, without such Indemnified Party’s prior written consent. Whether or not the Indemnifying Party shall promptly notify assumes the defense of a Third Party Claim, the Indemnified Party if shall not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim for which 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 respect of which payments may will 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 liable without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party’s prior written consent, (which consent shall not be unreasonably withheld, conditioned or delayed). (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim (a “Notice of Claim”) describing in reasonable detail the basis under this Agreement for making a claim of indemnification; provided, that the failure of an Indemnified Party to give a timely Notice of Claim under this clause (e) shall not affect its rights to indemnification under this Article VII. (f) After final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to each separate matter indemnified by an Indemnifying Party, the Indemnified Party shall forward to such Indemnifying Party notice of any sums due and owing by such Indemnifying Party with respect to such matters (provided, that the failure of an Indemnified Party to give such notice shall not affect its rights to indemnification under this Article VII except to the extent that such Indemnifying Party has been materially prejudiced by such failure) and each Indemnifying Party shall satisfy its obligations with respect thereto within 20 Business Days thereof.

Procedures. (a) In case A party seeking indemnification pursuant to Sections 9.2 or 9.3 above or Section 4.9 hereof (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any claim is madeor assessment, or the commencement of any suit action, suit, audit or action is commencedproceeding, against either by a third party (the “Indemnified Party”) in respect of which indemnification indemnity may be sought by it under this Article 17hereunder (a "Third Party Claim") and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). Thereafter, the Indemnified Party shall promptly give deliver to the other party (the “Indemnifying Party”, within five business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) notice thereof and received by the Indem- 112 nified Party relating to the Third Party Claim. The Indemnifying Party shall be entitled to participate in have the defense thereof andright, with prior exercisable by written notice (the "Notice") to the Indemnified Party given not later than twenty (20) within 10 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 receipt of notice from the Indemnifying Party to such Indemnified Party of its election so the commencement of or assertion of any Third Party Claim, to assume the defense thereofof such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to such the Indemnified Party under this Section for any attorneys’ fees or other legal expenses subsequently incurred by such the Indemnified Party in connection with the defense thereof other than reasonable costs thereof. If the Indemnifying Party shall fail to assume the defense of investigation. (b) The the Third Party Claim within such 10-day period, the Indemnified Party shall have the right to employ its own counsel if undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. If the Indemnifying Party elects to assume the defense of any such defenseThird Party Claim, but the fees and expenses Indemnified Party shall not admit any liability with respect to, or 113 settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent. If the Indemnifying Party does not elect to assume the defense of any such Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent, which consent will not be unreasonably withheld; provided that, if the Indemnifying Party fails to reaffirm its obligations to provide indemnification in respect of such counsel shall be at Third Party Claim if requested to do so by the Indemnified Party’s expense, unless (i) the employment Indemnified Party may settle, compromise or discharge such Third Party Claim on commercially reasonable terms without the consent of such counsel has been authorized in writing by the Indemnifying Party, . (iib) the The Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there Party, as the case may be defenses available to it which are different from or additional to those available to the Indemnifying Party (be, shall in which case the Indemnifying Party shall not any event have the right to direct participate, at its own expense, in the defense of such action on behalf of any Third Party Claim which the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne by the Indemnifying Partyother is defending. (c) The Indemnifying Party, if it shall have 114 assumed the defense of any Third Party Claim in accordance with the terms hereof, shall have the right, upon five days prior written notice to the Indemnified Party, to consent to the entry of judgment with respect to, or otherwise settle such Third Party Claim provided the Indemnifying Party agrees that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall promptly notify be solely obligated to satisfy and discharge such judgment or settlement unless the Third Party Claim involves equitable or other non-monetary damages. In the event such judgment or settlement involves equitable or non-monetary damages and in the reasonable judgment of the Indemnified Party if such judgment or settlement would have a continuing material adverse effect on the Indemnifying Party desires not to assume, or participate in the defense of, Indemnified Party's business (including any such claim, suit or action. (d) The Indemnified Party or Indemnifying Party may at any time notify the other material impairment of its intention relationships with customers and suppliers), the consent to settle the entry of such judgment or compromise any claim, suit or action against such settlement may only be made with 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 withheld. 115 (it being agreed that d) Whether or not the Indemnifying Party chooses to defend or prosecute any failure of an Indemnified Third Party to consent to any settlement Claim, all the parties hereto shall cooperate in the defense or compromise involving relief other than monetary damages prosecution thereof and shall not be deemed to be unreasonably withheld)furnish such records, information and testimony, and (ii) 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 may settle or compromise of, records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any such claimmaterial provided hereunder, 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 and the Indemnifying Party, which consent Party shall not be unreasonably withheldreimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith.

Procedures. (ai) In case After receipt by any Aventis Indemnified Party or any ViroPharma Indemnified Party, as applicable (the "Indemnified Party") of any claim is made, or any suit or action is commenced, against either party (the “Indemnified Party”) in respect of which such Indemnified Party will seek indemnification may be sought by it from the Party required to provide such indemnification under this Article 17Section 5 (the "Indemnifiying Party"), the Indemnified Party shall promptly give must, as a condition to the other party Indemnified Party's right to indemnification under this Section 5, provide prompt written notice thereof to the Indemnifying Party (the “Indemnifying Party”"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) notice thereof 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 and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice have no liability to the Indemnified Party given not later than twenty with respect to such claim if the Indemnified Party makes any such admission. (20ii) days after the delivery Subject to Section 5(d)(iii) and Section 5(d)(iv) of the applicable noticethis Transfer Agreement, to assume, at the Indemnifying Party’s expenseParty may undertake the defense, compromise and settlement of such claim by representatives of its own choosing reasonably acceptable to the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from The assumption of the defense, compromise and settlement of any such claim by the Indemnifying Party shall not be an acknowledgment of the obligation of the Indemnifying Party to indemnify such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable with respect to such claim. If the Indemnified Party under this Section for desires to participate in, but not control, any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) defense, compromise and settlement, it may do so at its sole cost and expense. The Indemnified Party shall have the right to employ 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 of its own counsel if choosing, and the costs and expenses of the Indemnified Party in connection therewith shall be included as a part of the indemnification obligations of the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party’s expenseunder this Section 5, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, within thirty (30) days (or in the case of litigation, fifteen (15) days) after written notice of such claim has been given to the Indemnifying Party by the Indemnified Party, both: (i)expressly acknowledges in writing to the 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 has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) and the Indemnified Party has and the Indemnified Party reasonably concluded concludes that there may be are defenses available to it Indemnified Party which are different from or additional to those available 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 the right to control the defense, and subject to Section 5(d)(iv) of this Transfer Agreement, the compromise and settlement of such claim and the costs and expenses of the Indemnifying Party (in which case connection therewith shall be included as part of the indemnification obligations of the Indemnifying Party under this Section 5. If the Indemnified Party elects to exercise such right, then the Indemnifying Party shall not have the right to direct participate in, but not control, the defense defense, compromise and settlement of such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses shall be borne by claim at the Indemnifying Party's sole cost and expense. (civ) The Neither the Indemnified Party nor 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 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 regardless of whether it is controlling the payment of money damagesdefense, but shall not agree to any other settlement or compromise thereof without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld other (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, 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 cooperate with and render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such claim or proceeding which assistance shall include making appropriate personnel reasonably available for any investigation, discovery, hearing or trial.

Procedures. Each party entitled to indemnification under this Section 7 (athe "Indemnified Party") In case shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim is made, or any suit or action is commenced, against either party (the “Indemnified Party”) in respect of as to which indemnification indemnity may be sought by it under this Article 17sought, the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) notice thereof and the Indemnifying Party shall be entitled to may participate at its own expense in the defense thereof anddefense, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable noticeor if it so elects, 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 to such Indemnified Party of its election so to assume the defense thereofof 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 herein shall not relieve the Indemnifying Party will not be liable 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. In the event that the Indemnifying Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with elects to assume the defense thereof other than reasonable costs of investigation. (b) The in any action or proceeding, the Indemnified Party shall have the right to employ its own separate counsel if in any such action or proceeding and to participate in the Indemnifying Party elects to assume such defensedefense thereof, but the fees and expenses of such separate counsel shall be at the such Indemnified Party’s expense, 's expense unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle has agreed to pay such fees and expenses or compromise (ii) the named parties to any such claimaction or proceeding (including any impleaded parties) include an Indemnified Party and the Indemnifying Party, suit and such Indemnified Party shall have been advised by counsel that there 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 solely 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 payment reasonable fees and expenses of money damagesmore than one separate firm of attorneys at any time for all Indemnified Parties, but which firm shall not agree to be designated in writing by the Selling Stockholder(s) or Parent as the case may be). No Indemnifying Party, in the defense of any other settlement such claim or compromise without litigation, shall, except with the prior written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement which consent 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 (it being agreed that or delayed, but if settled with its written consent, or if there be a final judgment for the plaintiff in any failure of an Indemnified such action or proceeding, the Indemnifying Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), indemnify and (ii) hold harmless the Indemnified Party may settle from and against any loss or compromise any liability by reason of such claim, suit settlement 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, which consent shall not be unreasonably withheldjudgment.

Procedures. (a) In case The terms of this Section 7.5 shall apply to any claim is made(a "Claim") for indemnification under the terms of Sections 7.2, 7.3 or any suit 7.4. The Section 7.2 Indemnified Party, Section 7.3 Indemnified Party or action is commencedSection 7.4 Indemnified Party (each, against either an "Indemnified Party"), as the case may be, shall give prompt written notice of such Claim to the indemnifying 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 thereof and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of under the applicable noticeSection, 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 to such Indemnified Party of its election so to which party may assume the defense thereof, provided that any delay or failure to so notify the Indemnifying Party will not be liable shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is materially prejudiced by reason of such Indemnified Party under this Section for any attorneys’ fees delay or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) failure. The Indemnified Party shall have the right to employ its own approve any counsel if selected by the Indemnifying Party elects and to assume approve the terms of any proposed settlement, such defenseapproval not to be unreasonably delayed or withheld (unless such settlement provides only, but the fees and expenses of such counsel shall be at as to the Indemnified Party’s expense, unless (i) the employment payment of such counsel has been authorized in writing money damages actually paid by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge and a complete release of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 respect of which payments 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 sought 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 event that the Indemnifying Party undertakes the defense of any Claim, the Indemnifying Party will keep the Indemnified Party hereunderadvised 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 Party fails to assume the defense of any Claim within ten business days after receiving written notice thereof, the Indemnified Party shall have the right, subject to the Indemnifying Party's right to assume the defense pursuant to the provisions of this Article VII, to undertake the defense, compromise or settlement of such Claim for the account of the Indemnifying Party. Unless and until the Indemnifying 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. Each Indemnified Party shall agree in writing prior to any such advancement that, in the event he or it receives any such advance, 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 counsel (and local counsel) for each of the following groups of Indemnified Parties: (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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld)Mercury and its Affiliates, and the shareholders, members, managers, officers, employees, agents and/or the legal representatives of any of them; (ii) the Indemnified Party may settle or compromise Managers and their respective Affiliates, and the shareholders, members, managers, officers, employees, agents and/or the legal representatives of any such claimof them and (iii) the Company and its Affiliates, suit or action solely for an amount not exceeding One Thousand Dollars ($1,000)and the shareholders, but shall not settle or compromise members, managers, officers, employees, agents and/or the legal representatives of any other matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldthem.

Procedures. (ai) In case If any claim is made, Proceeding shall be brought or asserted against any suit or action is commenced, against either party Person entitled to indemnity hereunder (the an “Indemnified Party”) in respect of which indemnification may be sought by it under this Article 17), the such Indemnified Party shall promptly give notify the other party Person from whom indemnity is sought (the “Indemnifying Party”) notice thereof in writing, and the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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 to such Indemnified Party of its election so to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party will of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not be liable subject to appeal or further review) that such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with failure shall have proximately and materially adversely prejudiced the defense thereof other than reasonable costs of investigationIndemnifying Party. (bii) The An Indemnified Party shall have the right to employ its own separate counsel if in any such Proceeding and to participate in the Indemnifying Party elects to assume such defensedefense thereof, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the employment expense of such counsel has been authorized in writing by the Indemnifying Party, Indemnified Party or Parties unless: (iiA) the Indemnifying Party has not employed counsel agreed in writing to take charge of pay such fees and expenses; (B) the defense within twenty (20) days after delivery of Indemnifying Party shall have failed to promptly assume the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iiiC) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party has reasonably concluded and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that there may be defenses available a conflict of interest is likely to it which are different from or additional exist if the same counsel were to those available to represent such Indemnified Party and the Indemnifying Party (in which case 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 direct assume the defense of thereof and such action on behalf of the Indemnified Party), in any of which event attorneys’ fees and expenses counsel shall be borne by at the expense of the Indemnifying Party. (c) ). The Indemnifying Party shall promptly notify the Indemnified Party if the not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party desires not to assumeshall, 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 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, effect any settlement of any pending Proceeding in respect of which consent any Indemnified Party is a party, unless such settlement requires only the payment of cash or other consideration by the 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 (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 not be unreasonably withheld paid to the Indemnified Party, as incurred, within ten business days of written notice thereof to the Indemnifying Party (regardless of whether it being agreed is ultimately determined that any failure of an Indemnified Party is not entitled to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld)indemnification hereunder; provided, and (ii) that the Indemnifying Party may require such Indemnified Party may settle or compromise any to undertake to reimburse all such claim, suit or action solely for an amount fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not exceeding One Thousand Dollars ($1,000entitled to indemnification hereunder), but shall not settle or compromise any other matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Procedures. (a) In case any claim is made, or any suit or action is commenced, against The obligations and liabilities of either party to indemnify the other under Section 10.1 or Section 10.2 with respect to Claims relating to third parties shall be subject to the following terms and conditions: 1. The party to be indemnified (the “"Indemnified Party”") in respect of which indemnification may be sought by it under this Article 17, the Indemnified Party shall promptly will give the other party (the “"Indemnifying Party”") prompt notice of any such Claim, and, subject to the provisions of Section 10.3B, the Indemnifying Party will undertake the defense thereof by counsel chosen by it. The failure to promptly notify the Indemnifying Party shall not relieve such party of its obligations hereunder. The failure to promptly notify the Indemnifying Party shall not relieve such party of its obligations hereunder except in the event, and solely to the extent, that the failure to so notify materially adversely prejudices the Indemnifying Party's ability to defend such Claim. 2. Following notice by the Indemnified Party to the Indemnifying Party of a Claim and provided that the Indemnifying Party notifies the Indemnified Party in writing that the Indemnified Party is entitled to indemnification hereunder with respect to such Claim, the Indemnifying Party shall be entitled at its cost and expense to participate in the defense thereof andcontest and defend by all appropriate legal proceedings such Claim, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice, to assume, at the except that Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party 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. (b) The Indemnified Party shall have the right to employ participate in, but not control, the defense of any 49 61 such Claim; and provided further that notice of the intention so to contest shall be delivered by the Indemnifying Party to the Indemnified Party within 30 days from the date of receipt by the Indemnifying Party of notice from the Indemnified Party of the assertion of such Claim. Any such contest may be conducted in the name and on behalf of the Indemnifying Party or the Indemnified Party, as may be appropriate. Subject to compliance by the Indemnifying Party with the other requirements of this Section 10.3B, such contest shall be conducted diligently by reputable counsel employed by the Indemnifying Party, but the Indemnifying Party shall keep the Indemnified Party generally informed with respect to such Claim and the contest thereof. Subject to compliance by Indemnifying Party with the other requirements of this Section 10.3B, if the Indemnified Party joins in any such contest, the Indemnifying Party shall have full authority, in consultation with the Indemnified Party, to determine all action to be taken with respect thereto, provided, that in no event shall the Indemnifying Party have authority to agree to any relief other than the payment of money damages by the Indemnifying Party unless agreed to by the Indemnified Party. Each party shall bear its own counsel if expenses of such representation. If any Claim is asserted and the Indemnifying Party fails to contest and defend such Claim within a reasonable period of time, the Indemnified Party may take such action in connection therewith as the Indemnified Party deems necessary or desirable, including retention of counsel, and the Indemnified Party shall be entitled to indemnification for costs incurred in connection with such defense. 3. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel, including permitting reasonable access to books and records, in contesting any Claim which the Indemnifying Party elects to assume such defensecontest or, if appropriate, in making any counterclaim against the person asserting the Claim, or any cross-complaint against any person, but the fees and expenses of such counsel shall be at Indemnifying Party will reimburse the Indemnified Party’s expense, unless Party for reasonable out-of-pocket costs (ibut not the cost of employee time expended) the employment of such counsel has been authorized in writing incurred by the Indemnifying Party, (ii) Indemnified Party in so cooperating. 4. The Indemnified Party agrees to use its reasonable efforts to afford the Indemnifying Party has not employed and its counsel the opportunity to take charge of the defense within twenty (20) days after delivery of the applicable notice orbe present at, having elected and to assume such defenseparticipate in, thereafter ceases its defense of such actionconferences with all persons, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party)including governmental authorities, in asserting any of which event attorneys’ fees and expenses 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 Claim against the Indemnified Party in respect or conferences with representatives of which payments may be sought by the Indemnified Party hereunder, and (i) or counsel for such persons. Unless the Indemnifying Party may settle or compromise any such claim, suit or action solely for approves in writing the payment settlement of money damages, but shall not agree to any other settlement or compromise without the prior written consent of a Claim effected by the Indemnified Party, which consent no conclusive right to indemnification under Section 10.1 or Section 10.2 shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) the Indemnified Party may settle or compromise any established by 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, which consent shall not be unreasonably withheldsettlement.

Procedures. A party entitled to indemnification hereunder (a) In case any claim is madeeach, or any suit or action is commenced, against either party (the an “Indemnified Party”) in respect of which shall give written notice to the party from whom indemnification may be is sought by it under this Article 17, the Indemnified Party shall promptly give the other party (the “Indemnifying Party”) of any claim with respect to which it seeks indemnification promptly after the discovery by such Indemnified Party of any matters giving rise to a claim for indemnification hereunder; provided, that the failure of any Indemnified Party to give notice thereof as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 8 unless and to the extent that the Indemnifying Party shall have been materially prejudiced by the failure of such Indemnified Party to so notify such party. Such notice shall describe in reasonable detail such claim. In case any action, suit, claim or proceeding which may cause an Indemnified Party to incur indemnifiable Losses is brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, with prior written notice to 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, assume and conduct the defense thereof, with counsel reasonably satisfactory to the Indemnified Party unless (a) such claim seeks remedies, in addition to or other than, monetary damages that are reasonably likely to be awarded, (b) such claim involves a criminal proceeding or (c) counsel to the Indemnified Party advises such Indemnifying Party in writing that such claim involves a conflict of interest that would reasonably be expected to make it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party. After notice from If any one of the foregoing clauses (a) through (c) applies, the Indemnified Party shall be entitled to retain its own counsel at the cost and expense of the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, (except that the Indemnifying Party will not shall only 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. (b) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the legal fees and expenses of one law firm for all Indemnified Parties, taken together with respect to any single action or group of related actions, other than local counsel). If the Indemnifying Party assumes the defense of any claim, the Indemnified Party shall nevertheless be entitled to hire, at its own expense, separate counsel and participate in the defense thereof; provided, that all Indemnified Parties shall thereafter deliver to the Indemnifying Party copies of all notices and documents (including court papers) received by the Indemnified Party relating to the claim, and each Indemnified Party shall reasonably cooperate in the defense or prosecution of such counsel claim. Such reasonable cooperation shall include the retention and (upon the Indemnifying Party’s reasonable request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not be at liable for any settlement of any action, suit, claim or proceeding effected without its prior written consent (not to be unreasonably withheld, conditioned or delayed). The Indemnifying Party further agrees that it will not, without the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any claim or consent to entry of any judgment in respect thereof in any pending or threatened action, suit, claim or proceeding in respect of which indemnification has been sought or may sought be hereunder unless such settlement or compromise includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, claim or proceeding and is solely for monetary damages. The indemnification required by this Section 8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within thirty (30) days after bills are received or Losses are incurred.

Procedures. (a) In case any claim If an event giving rise to indemnification under this Agreement occurs or is madealleged and the party or parties entitled to receive the benefits of the indemnification provisions hereunder (the "AGGRIEVED PARTY") asserts that a party or parties has become obligated to the Aggrieved Party pursuant to Section 9.1 hereof (the "INDEMNIFYING PARTY"), or if any suit suit, action, investigation, claim or proceeding (each *Portions of this document have been intentionally omitted and filed separately with the Commission pursuant to a request for confidential treatment. 71 a "CLAIM") is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Aggrieved Party hereunder, the Aggrieved Party shall give written notice to the Indemnifying Party, promptly after such Aggrieved Party has actual knowledge of any Claim as to which indemnity may be sought; provided, however, that the failure of any Aggrieved Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 9.2 except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party will have the right, at its option and at its sole cost and expense, upon timely notice to the Aggrieved Party, to assume control of the defense (or otherwise contest or protect the Aggrieved Party against any such Claim) of any Claim by counsel of the Indemnifying Party's choice, provided, however, such counsel is reasonably satisfactory to the Buyer. Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such action is commencedwithin a reasonable time, but in no event more than fifteen days after notice thereof shall have been given to the Indemnifying Party, shall be deemed a waiver by the Indemnifying Party of its right to defend such Claim. If the Indemnifying Party assumes the defense of any such Claim, the obligations of the Indemnifying Party as to such Claim shall be limited to taking all steps necessary in the defense or settlement of such Claim resulting therefrom and to holding the Aggrieved Party harmless to the extent required under Section 9.1 hereof, from and against either party (any and all Losses caused by or arising out of any settlement approved by the “Indemnified Indemnifying Party or any judgment in connection with such Claim resulting therefrom. The Aggrieved Party may participate, at its expense, in the defense of such Claim, provided that the Indemnifying Party shall direct and control the defense of such Claim. The Indemnifying Party shall not, in the defense of such Claim resulting therefrom, consent to entry of any judgment, except with the written consent of the Aggrieved Party”) , or enter into any settlement, except with the written consent of the Aggrieved Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Aggrieved Party of a release from all liability in respect of which indemnification may be sought such Claim. All awards and costs payable by it under this Article 17a third party to the Aggrieved Party or the Indemnifying Party shall belong to the Indemnifying Party. (b) If the Indemnifying Party shall not assume the defense of any such Claim resulting therefrom, the Indemnified Aggrieved Party may defend against such Claim in such manner as it may deem appropriate and, unless the Indemnifying Party shall promptly give deposit with the other party (Aggrieved Party a sum equivalent to the “Indemnifying total amount demanded in such Claim, but not in excess of the amounts required pursuant to Section 9.1, or shall deliver to the Aggrieved Party a surety bond in form and substance reasonably satisfactory to the Aggrieved Party”) notice thereof , but not for more than the amounts required pursuant to Section 9.1, the Aggrieved Party may settle such Claim on such terms as it may deem appropriate, and the Indemnifying Party shall be entitled to participate in promptly reimburse the defense thereof andAggrieved Party for the amount of all expenses, with prior written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable noticelegal or otherwise, 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 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 the Aggrieved Party in connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses against or settlement of such counsel shall be at Claim to the Indemnified Party’s expense, unless (i) the employment extent provided in Section 9.1 hereof. If no settlement of such counsel has Claim is made, the *Portions of this document have been authorized in writing by intentionally omitted and filed separately with the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel Commission pursuant to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (c) The a request for confidential treatment. 72 Indemnifying Party shall promptly notify reimburse the Indemnified Aggrieved Party if for the Indemnifying amount of any judgment rendered with respect to such Claim and of all expenses, legal or otherwise, incurred by the Aggrieved Party desires not to assume, or participate in the defense ofagainst such Claim, any such claim, suit or actionto the extent so required pursuant to Section 9.1 hereof. (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 any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Procedures. (a) In case If any claim Person who or which is made, or any suit or action is commenced, against either party entitled to seek indemnification under Section 10.2 (the “an "Indemnified Party”") in receives notice of the assertion or commencement of any Third-Party Claim against such Indemnified Party with respect of to which the Person against whom or which such indemnification may be is being sought by it (an "Indemnifying Party") is obligated to provide indemnification under this Article 17Agreement, the Indemnified Party shall promptly 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 other party (Indemnified Party will describe the “Indemnifying Party”) notice 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 shall be entitled will have the right to participate in the defense thereof andin, with prior or, by giving written notice to the Indemnified Party given not later than twenty (20) days after the delivery of the applicable noticeParty, to assume, the defense of any Third-Party Claim at the such Indemnifying Party’s expense, the defense thereof, with 's own expense and by such Indemnifying Party's own counsel (which will be reasonably satisfactory to such the Indemnified Party. After ), 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 to such Indemnified that the Indemnifying Party of its election so has elected to assume the defense thereofof such Third-Party Claim as provided in the last sentence of Section 10.3(a), the Indemnifying Party will not be liable to such Indemnified Party under this Section for any attorneys’ fees or other legal expenses subsequently incurred by such the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. (b) The Indemnified Party shall have the right to employ its own counsel thereof; provided, however, that if the Indemnifying Party elects fails to assume take reasonable steps necessary to defend diligently such defense, but the fees and expenses of such counsel shall be at Third-Party Claim within ten days after receiving written notice from the Indemnified Party’s expense, unless (i) Party or if the employment of such counsel has been authorized in writing by Indemnified Party reasonably believes the Indemnifying Party, (ii) Party has failed to take such steps or if the Indemnifying Party has not employed counsel undertaken fully to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 indemnify the Indemnified Party in respect of which payments may be sought by all Damages relating to the matter, the Indemnified Party hereundermay assume its own defense, and (i) the Indemnifying Party may settle will be liable for all reasonable costs and expenses paid or compromise any such claimincurred in connection therewith; provided, suit or action solely however, that the Indemnifying Party shall not be liable for the payment costs and expenses of money damages, but shall not agree to more than one counsel for all Indemnified Parties in any other settlement or compromise without 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 consent shall 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 be unreasonably withheld (it being agreed that any failure entitled to indemnification hereunder, or which provides for injunctive or other non-monetary relief applicable to the Indemnified Party, or does not include an unconditional release of an all Indemnified Parties. If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld)such firm offer within ten days after its receipt of such notice, and (ii) the Indemnified Party may settle continue to contest or compromise defend such Third-Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim will not exceed the amount of such settlement offer. The Indemnified Party will provide the Indemnifying Party with reasonable access during normal business hours to books, records and employees of the Indemnified Party necessary in connection with the Indemnifying Party's 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. 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 respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such 20 day period, the Indemnifying Party will be deemed to have rejected such claim, suit in 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. (d) A failure to give timely notice or action solely for an amount not exceeding One Thousand Dollars ($1,000to include any specified information in any notice as provided in Section 10.3(a), but shall not settle 10.3(b) or compromise any other matter without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.10.3

Procedures. (a) In case the event that any claim is madeshall be asserted by any third party against the Buyer Indemnitees or Seller Indemnitees (Buyer Indemnitees or Seller Indemnitees, or any suit or action is commencedas the case may be, against either party (the “Indemnified Party”) in respect of which indemnification may be sought by it under this Article 17hereinafter, the Indemnified Party "Indemnitees"), which, if sustained, would result in a Deficiency, then the Indemnitees, as promptly as practicable after learning of such claim, shall promptly give the other party (the “Indemnifying Party”) notice thereof and notify the Indemnifying Party of such claim, and shall be entitled to participate in the defense thereof and, with prior written notice extend to the Indemnified Indemnifying Party given not later than twenty (20) days after the delivery of the applicable notice, a reasonable opportunity to assumedefend against such claim, at the Indemnifying Party’s expense's sole expense and through legal counsel acceptable to the Indemnitees, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from provided that the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereofproceeds in good faith, 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. (b) expeditiously and diligently. The Indemnified Party shall Indemnitees shall, at their option and expense, have the right to employ its own counsel if participate in any defense undertaken by the Indemnifying Party elects to assume such defense, but the fees and expenses with legal counsel of such counsel shall their own selection. No settlement or compromise of any claim which may result in a Deficiency may be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing made by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the 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. (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 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 Indemnitees unless: (it being agreed that any failure of an Indemnified Party A) prior to consent to any such settlement or compromise involving relief other than monetary damages shall not be deemed the Indemnifying Party acknowledges in writing its obligation to be unreasonably withheld), pay in full the amount of the settlement or compromise and all associated expenses; (B) the Indemnitees are furnished with a full release from the party or parties asserting the claim; and (iiC) the Indemnified Indemnifying Party may settle has the ability (financial or compromise otherwise) to pay or perform such settlement or compromise. (b) In the event that the Indemnitees assert the existence of 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 Deficiency against the Indemnifying Party, which consent they shall give written notice to the Indemnifying Party of the nature and amount of the Deficiency asserted. If the Indemnifying Party, within a period of sixty (60) days after the giving of notice by the Indemnitees, shall not give written notice to the Indemnitees announcing its intent to contest such assertion of the Indemnitees (such notice by the Indemnifying Party being hereinafter referred to as the "Contest Notice"), such assertion of the Indemnitees shall be unreasonably withheld.deemed accepted and the amount of the Deficiency shall be deemed

Procedures. (a) In case any claim is made, or any suit or action is commenced, against either The party seeking indemnification under Section 15.2 (the “"Indemnified Party”") shall give prompt notice in reasonable detail to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of its claim for indemnity, including the commencement of any action or proceeding by any third party in respect of which indemnification indemnity may be sought by it under this Article 17such Section ("Third Party Claim"), and will provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure of the Indemnified Party to so notify the Indemnifying Party shall promptly give not relieve the other party (Indemnifying Party of its obligations hereunder, except to the “extent such failure shall have adversely prejudiced the Indemnifying Party”. (b) The Indemnifying Party will promptly notify the Indemnified Party whether the Indemnifying Party disputes its liability to the Indemnified Party with respect to the claim described in a notice thereof delivered pursuant to this Section 15.3 and, if not, 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 that the Indemnifying Party desires to defend the Indemnified Party with respect to a Third Party Claim pursuant to this Section 15.3, then the Indemnifying Party shall be entitled to participate in assume the control of the defense thereof or settlement of such Third Party Claim in accordance with the provisions of this Section 15.3, and 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 settling the Third Party Claim the defense or settlement of which the Indemnifying Party elects to 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, with if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-claim against any Person; provided, however, that the Indemnifying Party shall obtain the prior written notice consent of the Indemnified Party (which, except for claims related to Taxes, shall not be unreasonably withheld or delayed) before entering into any settlement of such Third Party Claim if the settlement does not provide for full indemnity of and/or release the Indemnified Party from all liabilities and obligations with respect to 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 of its choice to represent it in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 15.3. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) If the Indemnifying Party has notified the Indemnified Party that the Indemnifying Party disputes its liability hereunder to the Indemnified Party given not later than twenty (20) days after the delivery with respect to such Third Party Claim and if such dispute is resolved in favor 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 to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable required to such bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 15.3 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party under this Section will reimburse the Indemnifying Party in full for any attorneys’ fees or other all reasonable costs and expenses subsequently incurred by such Indemnified the Indemnifying Party in connection with such litigation to the 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 thereof other than reasonable or settlement controlled by the Indemnified Party pursuant to this Section 15.3, and the Indemnifying Party will bear its own costs of investigationand expenses with respect to such participation. (be) The In the event any Indemnified Party shall have the right to employ its own counsel should assert a claim for indemnity under Section 15.2 against any Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party elects to assume such defense, but the fees and expenses of such counsel shall be at notifies the Indemnified Party’s expenseParty pursuant to paragraph (b) above that it does not dispute the claim for indemnity described in such notice or fails to dispute such claim, unless (i) the employment Damages arising from the claim specified in such notice will be conclusively deemed a liability of such counsel has been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such action, or (iii) the Indemnified Party has reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case under Section 15.2 and the Indemnifying Party shall not have pay the right to direct the defense amount 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. (c) The Indemnifying Party shall promptly notify Damages to the Indemnified Party if on demand after 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 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 damagesfinal determination thereof, but shall not agree only to any other settlement or compromise without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld (extent it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages 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 written consent of the Indemnifying Party, which consent shall not be unreasonably withheldis liable therefor under Section 15.