Common use of Procedures Clause in Contracts

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party.

Procedures. Promptly after the receipt by an indemnified party any Person seeking indemnification under this Section 2.7 Article XX (the “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Indemnification Notice”) to Owner and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly thereafter keep Owner reasonably informed with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesrespect thereto; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall have not relieve Owner of any of its obligations hereunder, except to the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented extent that Owner is materially prejudiced by such counsel in such proceedingfailure. The failure Owner shall be entitled to deliver assume the defense of any Third Party Claim by written notice to the indemnifying party Indemnified Party of such intention given within a reasonable time thirty (30) days after the receipt by Owner of the commencement Indemnification Notice; provided, however, that counsel selected by the Indemnifying Party shall be reasonably satisfactory to Owner. Owner shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will period during which Owner has not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such claim Third Party Claim as provided above). If Owner shall assume the defense of the Third Party Claim, then the Owner shall not compromise or litigation, shall, except with settle such Third Party Claim without the prior written consent of each indemnified partythe Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to entry of any judgment or enter into any settlement which that (a) does not include include, as an unconditional term thereof thereof, the giving by the claimant or the plaintiff to such indemnified party of a release of the Indemnified Party from all liability in with respect to such claim Third Party Claim or litigation(b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. The indemnity agreements contained As long as the Owner is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Owner of the defense of any Third Party Claim as provided in this Section 2.7 20.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that Owner controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Owner and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by Owner has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of Owner; provided that the Owner shall not apply be obligated to amounts paid in settlement pay the expenses of any lossmore than one separate counsel for all Indemnified Parties, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partytaken together.

Procedures. Promptly Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notice shall be given as soon as practicable after receipt by an indemnified party under this Section 2.7 Executive knows of notice such claim and shall apprise the Company of the commencement nature of any action (including any governmental action), such indemnified party will, if a the claim in respect thereof and the date on which the claim is requested to be made against any indemnifying party under this Section 2.7, deliver paid. Executive agrees not to pay the indemnifying party a written notice claim until the expiration of the commencement thereof and thirty-day period following the indemnifying party shall have date on which Executive notifies the right to participate inCompany, and, to or such shorter period ending on the extent date the indemnifying party so desires, jointly Taxes with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim are due (the "Notice Period"). If the Company notifies Executive in writing prior to the expiration of the Notice Period that it desires to contest the claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to the claim; (ii) take such action in connection with the claim as the Company may reasonably request, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably acceptable to Executive; (iii) cooperate with the Company in good faith in contesting the claim; and (iv) permit the Company to participate in any proceedings relating to the claim. Executive shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or litigationforgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim. If requested by the Company, Executive agrees either to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner and to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; PROVIDED, HOWEVER, that, if the Company directs Executive to pay such claim and pursue a refund, the Company shall advance the amount of such payment to Executive on an after-tax and interest-free basis (the "Advance"). The indemnity agreements contained Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify Executive in this Section 2.7 shall not apply writing prior to amounts paid in settlement the end of any loss, the Notice Period of its desire to contest the claim, damage, liability or action if such settlement is effected without the consent Company shall pay to Executive an additional Gross-Up Payment in respect of the indemnifying partyexcess parachute payments that are the subject of the claim, and Executive agrees to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is The Indemnitees agree to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a provide Company with prompt written notice of the commencement thereof any Claim for which indemnification is sought under this Agreement. Indemnitor agrees, at its own expense, to provide attorneys reasonably acceptable to Institutions to defend against any such Claim. The Indemnitees shall cooperate with Indemnitor, at Indemnitor’s expense, in such defense and shall permit Indemnitor to conduct and control such defense and the indemnifying party shall have the right disposition of such Claim (including without limitation all decisions relative to participate inlitigation, andappeal, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesand settlement); provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) any Indemnitee shall have the right to CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. retain one separate its own counsel, with at the reasonable fees and expenses to be paid by the indemnifying partyexpense of Indemnitor, if representation of such indemnified party Indemnitee by the counsel retained by the indemnifying party Indemnitor would be inappropriate due to because of actual or potential differing differences in the interests between of such indemnified party Indemnitee and any other party represented by such counsel counsel; and provided, further that, in such proceedingevent, Institutions agree to use diligent efforts to select counsel, and to cause any other Indemnitees affiliated with their respective institutions to select counsel, that minimizes the number of counsel retained by all Indemnitees. The failure Indemnitor agrees to deliver written notice to the indemnifying party within a reasonable time keep counsel(s) for Indemnitees informed of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, progress in the defense and disposition of such Claim and to consult with Institutions with regard to any proposed settlement. Company shall not settle any Claim that has an adverse effect on the rights of any such claim Indemnitee hereunder that is not immaterial or litigation, shall, except with that admits any liability by or imposes any obligation on any Indemnitee without the prior written consent of each indemnified partysuch Indemnitee, which consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of be unreasonably withheld, conditioned or delayed. An Indemnitee may not settle any loss, claim, damage, liability or action if such settlement is effected Claim without the prior written consent of the indemnifying partyCompany, which consent shall not be unreasonably withheld, conditioned or delayed.

Procedures. Promptly after receipt (i) Subject to clause (ii) below, each Elective Redemption of IBG Holdings Shares shall be effected in accordance with the IBG Holdings Operating Agreement. (ii) Except as otherwise provided in this clause (ii), each IBG Holdings Member who shall be entitled to cause the redemption of such IBG Holdings Member’s IBG Holdings Shares (or portion thereof) so redeemable in accordance with Section 4.1(a) hereto (an “Electing Member”) shall prepare and deliver to IBG Holdings and IBGI, for IBG LLC as its managing member and for itself, a written request in the form attached hereto as Exhibit C signed by an indemnified party under such Electing Member (A) stating the number of IBG Holdings Shares that such Electing Member desires to have redeemed and (B) certifying that such Electing Member is entitled to cause the redemption of the IBG Holdings Shares specified by such Electing Member and that such Electing Member is the beneficial owner of such IBG Holdings Shares (each such request, a “Redemption Request”). A properly completed Redemption Request must be delivered to IBG Holdings and IBGI not less than 60 days or more than 90 days prior to the General Redemption Date on which such Electing Member desires to effect the Elective Redemptions in accordance with this Section 2.7 4.1. Once delivered, a Redemption Request shall be irrevocable. (iii) Upon receipt of notice all Redemption Requests relating to a given General Redemption Date, unless otherwise determined by IBGI, IBG LLC and IBG Holdings that the redemption of IBG Holdings Shares will be funded as provided in Section 4.3(c), IBGI shall use its commercially reasonable efforts to consummate a Public Offering of a number of shares of Common Stock (adjusted per Section 5.1) approximately equal to the aggregate number of IBG Holdings Shares specified in such Redemption Requests. Upon consummation of such Public Offering, IBGI shall purchase from IBG Holdings and IBG Holdings shall sell to IBGI that number of IBG LLC Shares equal to the aggregate number of IBG Holdings Shares specified in such Redemption Requests at a purchase price per share equal to the offering price per share of Common Stock in such Public Offering minus any applicable underwriting discounts or placement agency fees (the “Public Offering Redemption Price”). IBG LLC shall bear the costs of the commencement of any action Public Offering other than (including any governmental action)i) underwriting discounts or placement agency fees, which effectively shall be borne by the IBG Holdings Members making such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof Redemption Requests and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counselii) shall have the right to retain one separate counsel, with the reasonable legal fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyselling IBG Holdings Members.

Procedures. Promptly after After receipt by an indemnified party under this Section 2.7 of notice of the commencement Notice of any action (including any governmental action)termination, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, andContractor shall, to the extent appropriate to the indemnifying party so desirestermination, jointly cancel outstanding commitments hereunder covering the procurement of materials, supplies, equipment and miscellaneous items. In addition, the Contractor shall exercise all reasonable diligence to accomplish the cancellation or diversion of all applicable outstanding commitments covering personal performance of any Work terminated by the Notice. With respect to such canceled commitments, the Contractor agrees to: 1. settle all outstanding liabilities and all claims arising out of such cancellation of commitments, with any other indemnifying party similarly noticedapproval or ratification of the Principal Representative, to assume the defense thereof with counsel mutually satisfactory extent he or she may require, which approval or ratification shall be final for all purposes of this clause; and, 2. assign to the partiesState, in the manner, at the time, and to the extent directed by the Principal Representative, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the State shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. The Contractor shall submit his or her termination claim to the Principal Representative promptly after receipt of a Notice of termination, but in no event later than three (3) months from the effective date thereof, unless one or more extensions in writing are granted by the Principal Representative upon written request of the Contractor within such three-month period or authorized extension thereof. Upon failure of the Contractor to submit his or her termination claim within the time allowed, the Principal Representative may determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined. Costs claimed, agreed to, or determined pursuant to the preceding and following paragraph shall be in accordance with the provisions of the Colorado Procurement Code or the applicable procurement code for institutions of higher education. Subject to the preceding provisions, the Contractor and the Principal Representative may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the termination under this clause, which amount or amounts may include any reasonable cancellation charges thereby incurred by the Contractor and any reasonable loss upon outstanding commitments for personal services which he or she is unable to cancel; provided, however, that an indemnified party (together in connection with all other indemnified parties any outstanding commitments for personal services which may be represented without conflict by one counsel) the Contractor is unable to cancel, the Contractor shall have exercised reasonable diligence to divert such commitments to other activities and operations. Any such agreement shall be embodied in an Amendment to this Contract and the right Contractor shall be paid the agreed amount. The State may from time to retain one separate counseltime, under such terms and conditions as it may prescribe, make partial payments against costs incurred by the Contractor in connection with the termination portion of this Contract, whenever, in the opinion of the Principal Representative, the aggregate of such payments is within the amount to which the Contractor will be entitled hereunder. The Contractor agrees to transfer title and deliver to the State, in the manner, at the time, and to the extent, if any, directed by the Principal Representative, such information and items which, if the Contract had been completed, would have been required to be furnished to the State, including: a. completed or partially completed plans, Drawings and information; and, b. materials or equipment produced or in process or acquired in connection with the performance of the Work terminated by the Notice. Other than the above, any termination inventory resulting from the termination of the Contract may, with written approval of the reasonable fees and expenses to Principal Representative, be paid sold or acquired by the indemnifying party, if representation of such indemnified party Contractor under the conditions prescribed by and at a price or prices approved by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedingPrincipal Representative. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement proceeds of any such actiondisposition shall be applied in reduction of any payments to be made by the State to the Contractor under this Contract or shall otherwise be credited to the price or cost of Work covered by this Contract or paid in such other manners as the Principal Representative may direct. Pending final disposition of property arising from the termination, if prejudicial the Contractor agrees to its ability take such action as may be necessary, or as the Principal Representative may direct, for the protection and preservation of the property related to defend such actionthis Contract which is in the possession of the Contractor and in which the State has or may acquire an interest. Any disputes as to questions of fact, which may arise hereunder, shall relieve such indemnifying party of any liability be subject to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent Remedies provisions of the indemnifying partyColorado Procurement Code or the applicable procurement code for institutions of higher education.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a) An Indemnified Person seeking indemnification hereunder shall give a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within Founders (a “Notice of Claim”) specifying (i) in reasonable time detail the nature and basis for a claim for indemnification pursuant to the relevant Acquisition Agreement(s), including the section(s) of the commencement relevant Acquisition Agreement(s) supporting its claim, and the facts and circumstances supporting its claim, and (ii) the dollar amount of the claim, or if such amount is unknown, a good faith reasonable estimate of the dollar amount of the claim. The Notice of Claim shall be provided to the Founders as soon as practicable after the Indemnified Person becomes aware that it has incurred or suffered any such actionLosses. Notwithstanding the foregoing but subject to the survival periods set forth in Section 3, if prejudicial any failure to its ability provide the Founders with a Notice of Claim, or any failure to defend such actionprovide a Notice of Claim in a timely manner as aforesaid, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of the Founders from any liability that it may have to the Indemnified Person pursuant to the terms of this Agreement except to the extent that the ability of the Founders to defend such claim is materially prejudiced by the Indemnified Person’s failure to give such Notice of Claim. If the Notice of Claim relates to a Third Party Claim, the procedures set forth in Section 5(b) below shall be applicable. If the Notice of Claim does not relate to a Third Party Claim, the Founders shall have thirty (30) days from the date of receipt of such Notice of Claim to object to any indemnified party otherwise than of the subject matter and any of the amounts of the Losses set forth in the Notice of Claim, as the case may be, by delivering written notice of objection thereof to the Indemnified Person (a “Notice of Objection”). (i) If the Founders fail to send a Notice of Objection within such thirty (30) day period, the Founders shall be deemed to have agreed to the Notice of Claim and shall be obligated to pay to the Indemnified Person the portion of the amount specified in the Notice of Claim. (ii) If the Founders send a timely Notice of Objection, the Founders and the Indemnified Person shall use their commercially reasonable efforts to settle (without an obligation to settle) such claim for indemnification. If the Founders and the Indemnified Person do not settle such dispute within thirty (30) days after the Indemnified Person’s receipt of the Founders’ notice of objection, the Founders and the Indemnified Person shall be entitled to seek enforcement of their respective rights under this Section 2.7. No indemnifying partyAgreement. (b) Upon receipt of a Notice of Claim for a claim made or alleged by any claimant other than an Indemnified Person (a “Third Party Claim”), the Founders shall have the right, upon written notice to the Indemnified Person, to assume and conduct, at the Founders’ sole expense, the defense of the Third Party Claim with counsel reasonably acceptable to the Indemnified Person; provided that (i) the Founders have sufficient financial resources, in the reasonable judgment of the Indemnified Person, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result, (ii) the Third Party Claim solely seeks (and continues to solely seek) monetary damages and does not relate to or otherwise arise in connection with any criminal or regulatory enforcement action or seek an injunction or other equitable relief against the Indemnified Person, (iii) in the reasonable judgment of the Indemnified Person, no conflict of interest arises that would prohibit a single counsel from representing both the Founders and the Indemnified Person in connection with the defense of such Third Party Claim, and (iv) the Indemnified Person has not determined, in good faith, that there is a reasonable possibility that such Third Party Claim may adversely affect it, its business relationships or any of its affiliates in any material respect other than as a result of monetary damages for which it would be entitled to indemnification hereunder. The Indemnified Person may thereafter participate in (but not control) the defense of any such claim Third Party Claim with its own counsel at its own expense; provided, however, that if (A) any of the conditions described in clauses (i)—(iv) above fails to occur or litigationceases to be satisfied, shallor (B) the Founders fail to take reasonable steps necessary to defend such Third Party Claim in the reasonable judgment of the Indemnified Person, except then the Indemnified Person may assume and control its own defense using counsel of its own choosing. If the Founders elect not to defend the Indemnified Person with respect to such Third Party Claim, or fails to notify the Indemnified Person of such election within thirty (30) calendar days after receipt of the Notice of Claim, the Indemnified Person shall have the right, at its option, to assume and control defense of the matter in such manner as it may deem reasonably appropriate. The Founders, if they have assumed the defense of any Third Party Claim as provided in this Agreement, may not, without the prior written consent of each indemnified partythe Indemnified Person, consent to a settlement of, or the entry of any judgment or enter into arising from, any settlement which such Third Party Claim that (1) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party the Indemnified Person of a complete release from all liability in respect of such Third Party Claim, (2) grants any injunctive or equitable relief or (3) may reasonably be expected to such claim have a material adverse effect on the Indemnified Person or litigationany business thereof. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement Indemnified Person, if it has assumed the defense of any lossThird Party Claim, claimmay, damage, liability or action if such settlement is effected without the prior written consent of the indemnifying partyFounders, consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim; provided, that any such settlement shall not be determinative of the Founders’ indemnification obligations hereunder; provided further that such Third Party Claim settlement does not grant any injunctive or equitable relief. Each of the Parties shall and shall cause their affiliates (and their respective officers, directors, employees, consultants and agents) to, make available to the other(s) all relevant information in his or its possession relating to any such Third Party Claim which is being defended by the other Party and shall otherwise reasonably cooperate in the defense thereof. The party controlling the defense of such Third Party Claim 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 the recommendations made by the non-controlling party with respect thereto.

Procedures. Promptly after receipt by (a) If a Buyer Indemnified Party or Seller Indemnified Party that is entitled to seek indemnification under Section 7.3 (an indemnified party “Indemnified Party”) has a claim for indemnification under this Section 2.7 Article VII, other than a claim for indemnification that involves a Third Party Claim, it shall give written notice (a “Claim Notice”) to Seller or Buyer, as applicable (in each case, the “Indemnifying Party”), which notice shall describe in reasonable detail to the extent then known the nature of such claim and the factual basis and circumstances surrounding the same and set forth an estimate of the amount of Damages attributable to such claim. The Indemnifying Party shall, within 30 days after its receipt of a Claim Notice, notify the Indemnified Party in writing as to whether the Indemnifying Party admits or disputes the claim described in the Claim Notice. If the Indemnifying Party gives written notice that it admits the indemnification claim described in the Claim Notice, then the Indemnified Party shall be entitled to indemnification pursuant to the provisions of this Article VII, and subject to the limitations hereof, with respect to the estimated amount of Damages stated in the Claim Notice. If the Indemnifying Party notifies the Indemnified Party in writing that it disputes the claim for indemnification, or that it admits the entitlement of the Indemnified Party to indemnification under this Article VII with respect thereto but disputes the amount of the Damages in connection therewith, then in either of such cases the indemnification claim described in the Claim Notice shall be a disputed indemnification claim that must be resolved by settlement between the Indemnified Party and the Indemnifying Party or by proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Party or the Indemnified Party or by any other mutually agreeable method. (b) If an Indemnified Party receives notice of the assertion or commencement of any action claim, demand, action, suit or proceeding made or brought by any Person who or which is not a Party to this Agreement (including any governmental action), a “Third Party Claim”) against such indemnified party will, if a claim in Indemnified Party with respect thereof to which the Person against whom or which such indemnification is being sought is obligated to be made against any indemnifying party provide indemnification under this Section 2.7Agreement, deliver to the indemnifying party a Indemnified Party will give the Indemnifying Party prompt written notice thereof, but in any event not later than 10 Business Days after receipt of such written notice of such Third Party Claim (the commencement thereof “Third Party Claim Notice”). Such notice by the Indemnified Party will describe the Third Party Claim in reasonable detail, will include copies of all available material written evidence thereof, and will indicate the indemnifying party estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. Within 15 days after receipt of the Third Party Claim Notice, the Indemnifying Party shall have notify the Indemnified Party in writing that Indemnifying Party either (i) disputes the right of the Indemnified Party to participate in, and, indemnification under this Article VII with respect to the extent Third Party Claim or (ii) admits the indemnifying party so desiresright of the Indemnified Party to indemnification under this Article VII with respect to Damages arising in connection with the Third Party Claim. The failure of the Indemnifying Party to respond to the Indemnified Party within such 15-day period after receipt of a Third Party Claim Notice shall be deemed to constitute a response by the Indemnifying Party that it disputes the right of such Indemnified Party to indemnification under this Article VII with respect to that Third Party Claim. (c) If the Indemnifying Party admits in writing that the Indemnified Party is entitled to indemnification under this Article VII with respect to a Third Party Claim, jointly with any other indemnifying party similarly noticed, to assume then in such event (i) the defense thereof Indemnifying Party shall diligently defend the Third Party Claim with counsel mutually satisfactory to approved by the partiesIndemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) the Indemnifying Party shall not enter into any settlement of the Third Party Claim unless such settlement is approved in writing by the Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, that an indemnified party with respect to any claim related to Taxes, such claim shall be defended by the Person who has legal liability for the claim subject to the control of the Indemnifying Party and the approval rights of clause (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees ii). The costs and expenses to of such defense shall be paid payable by the indemnifying partyIndemnifying Party. If, if representation however, (i) the Indemnifying Party at any time fails to so conduct the defense of such indemnified party by the counsel retained by Third Party Claim or (ii) the indemnifying party Indemnified Party, (A) determines in good faith that there is a reasonable probability that a proceeding may adversely affect it other than as a result of monetary damages for which it would be inappropriate due entitled to actual full indemnification under this Agreement or potential differing interests between such indemnified party (B) upon consultation with counsel has reasonably determined in its good faith judgment that joint representation by counsel for the Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written the Indemnifying Party violates or would violate applicable ethical and professional rules, then the Indemnified Party (upon notice to the indemnifying party within a reasonable time of Indemnifying Party) may participate, together with counsel for the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyIndemnifying Party, in the defense defense, compromise or settlement of such Third Party Claims, and the reasonable costs and expenses of such participation shall be payable by the Indemnifying Party. (d) If the Indemnifying Party disputes in good faith the right of the Indemnified Party to indemnification under this Article VII with respect to the Third Party Claim described in a Third Party Claim Notice, then in such event (i) the Indemnified Party may defend the Third Party Claim with counsel of its choice; provided, however, that the Indemnified Party (x) shall diligently defend such Third Party Claim and (y) may not enter into a settlement thereof without obtaining approval of the Indemnifying Party (which approval shall not be unreasonable withheld, conditioned or delayed), unless the Indemnified Party will not be seeking indemnification for any amounts paid pursuant to such settlement thereof or for any other consequences (except to the extent such settlement would not prejudice the rights of the Indemnifying Party); and (ii) the amount of Damages incurred by the Indemnified Party in connection with such Third Party Claim shall be a disputed indemnification claim to be resolved by settlement between the Indemnifying Party and the Indemnified Party or by proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Party or the Indemnified Party or by any other mutually agreeable method. (e) A failure to give timely notice or to include any specified information in any notice as provided in Section 7.5(a) or 7.5(b) will not affect the rights or obligations of any such claim or litigation, shallParty hereunder, except with and only to the consent extent that, as a result of each indemnified partysuch failure, consent any Party that was entitled to entry receive such notice or information was deprived of its right to recover any judgment payment under its applicable insurance coverage or enter into any settlement which does not include was otherwise prejudiced as an unconditional term thereof the giving by the claimant or plaintiff to a result of such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyfailure.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 Indemnified Party of notice of the commencement of any action (including any governmental action)claim or suit for which indemnification may be available pursuant here to, such indemnified party willIndemnified Party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7Indemnifying Party hereunder, deliver to the indemnifying party Indemnifying Party a written notice of the commencement thereof and thereof; but the indemnifying party failure to so notify the Indemnifying Party will not relieve it of liability under this Article IX except to the extent the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall have the right to participate in, and, to the extent the indemnifying party Indemnifying Party so desires, jointly with any other indemnifying party similarly noticed, desires to assume control of the defense thereof with counsel mutually reasonably satisfactory to the partiesIndemnified Party; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the Indemnified Party shall have the right to retain one separate counsel, its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for the Indemnified Party to be paid by the indemnifying party, if representation if, in the reasonable opinion of such indemnified party by the counsel retained by the indemnifying party Indemnifying Party, the representation by such counsel of the Indemnified Party and the Indemnifying Party would be inappropriate due to actual or potential differing interests between such indemnified party the Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to Indemnified Party shall cooperate fully with the indemnifying party within a reasonable time of the commencement of Indemnifying Party in connection with any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the negotiation or defense of any such action or claim by the Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably available to Indemnified Party which relates to such action or claim. The Indemnifying Party shall keep the Indemnified Party reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No Indemnifying Party shall be liable for any settlement of any action, claim or litigation, proceeding effected without its prior written consent. No Indemnifying Party shall, except with without the prior written consent of each indemnified partythe Indemnified Party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party the Indemnified Party of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnity agreements contained in indemnification required by this Section 2.7 9.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent be made by periodic payments of the indemnifying partyamount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Procedures. Promptly Any Indemnified Party shall notify the Indemnifying Party (with reasonable specificity) promptly after receipt by an indemnified party it becomes aware of facts supporting a claim or action for indemnification under this Article VIII, and shall provide to the Indemnifying Party as soon as practicable thereafter all information and documentation in its possession reasonably necessary to support and verify any Losses associated with such claim or action. Subject to Section 2.7 of notice of the commencement of any action (including any governmental action8.2(v), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to so notify the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it the Indemnifying Party of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyIndemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party's failure to give such notice, in which case the defense Indemnifying Party shall be relieved from its obligations hereunder to the extent and only to the extent of such material prejudice. The Indemnifying Party shall defend, contest or otherwise protect the Indemnified Party against any such claim or litigationaction by counsel of the Indemnifying Party's choice at its sole cost and expense; provided, shallhowever, except with that the consent of each indemnified party, consent to entry of any judgment or enter into Indemnifying Party shall not make any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected compromise without the prior written consent of the indemnifying partyIndemnified Party (which consent shall not be unreasonably withheld or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. 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 and shall in any event use its reasonable best efforts to cooperate with and assist the Indemnifying Party. 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. Promptly after the receipt by an indemnified party any Person seeking indemnification under this Section 2.7 Article XX (the “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a “Third Party Claim”), the indemnifying party Indemnified Party shall have give written notice (the right to participate in, and, “Indemnification Notice”) to the extent Party from which indemnification is sought (the indemnifying party so desires“Indemnifying Party”), jointly and shall thereafter keep the Indemnifying Party reasonably informed with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesrespect thereto; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall have not relieve the right Indemnifying Party of any of its obligations hereunder, except to retain one separate counsel, with the reasonable fees and expenses to be paid by extent that the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented Indemnifying Party is materially prejudiced by such counsel in such proceedingfailure. The failure Indemnifying Party shall be entitled to deliver assume the defense of any Third Party Claim by written notice to the indemnifying party Indemnified Party of such intention given within a reasonable time thirty (30) days after the receipt by the Indemnifying Party of the commencement of any such actionIndemnification Notice; provided, if prejudicial to its ability to defend such actionhowever, that counsel selected by the Indemnifying Party shall relieve such indemnifying party of any liability be reasonably satisfactory to the indemnified party under this Section 2.7, but Indemnified Party. The Indemnifying Party shall be liable for the omission so to deliver written notice to fees and expenses of counsel employed by the indemnifying party will Indemnified Party for any period during which the Indemnifying Party has not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such claim Third Party Claim as provided above). If the Indemnifying Party shall assume the defense of the Third Party Claim, then the Indemnifying Party shall not compromise or litigation, shall, except with settle such Third Party Claim without the prior written consent of each indemnified partythe Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to entry of any judgment or enter into any settlement which that (a) does not include include, as an unconditional term thereof thereof, the giving by the claimant or the plaintiff to such indemnified party of a release of the Indemnified Party from all liability in with respect to such claim Third Party Claim or litigation(b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. The indemnity agreements contained As long as the Indemnifying Party is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Indemnifying Party of the defense of any Third Party Claim as provided in this Section 2.7 20.4, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that the Indemnifying Party controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Indemnifying Party and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of the Indemnifying Party; provided that the Indemnifying Party shall not apply be obligated to amounts paid in settlement pay the expenses of any lossmore than one separate counsel for all Indemnified Parties, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partytaken together.

Procedures. Promptly Any Indemnified Party shall notify the Indemnifying Party (with reasonable detail) promptly after receipt by an indemnified party it becomes aware of facts supporting a claim or action for which indemnification is provided under this Article IX, 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 2.7 of notice of the commencement of any action (including any governmental action9.2(c)(v), such indemnified party will, if a claim in respect thereof is the failure to be made against any indemnifying party under this Section 2.7, deliver so notify or provide information to the indemnifying party a written notice of the commencement thereof and the indemnifying party Indemnifying Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it the Indemnifying Party of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyIndemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to give such notice, in which case the defense Indemnifying Party shall be relieved from its obligations hereunder to the extent of such material prejudice. The Indemnifying Party shall participate in and defend, contest or otherwise protect the Indemnified Party against any such claim or litigationaction by counsel of the Indemnifying Party’s choice at its sole cost and expense; provided, shallhowever, except with that the Indemnifying Party shall not make any settlement or compromise without the prior written consent of each indemnified partythe Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, consent to entry there is no admission or statement of any judgment fault or enter into any settlement which does not include as culpability on the part of the Indemnified Party and there is an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release Indemnified Party from all liability in respect to on any claims that are the subject of such claim or litigationaction. The indemnity agreements contained Indemnified Party shall use commercially reasonable efforts upon the reasonable request of the Indemnifying Party to cooperate with and assist the Indemnifying Party in this Section 2.7 shall not apply to amounts paid in settlement of defending, contesting, or otherwise protecting the Indemnified Party against any losssuit, action, investigation, claim, damageor proceeding in connection with which a claim for indemnification is made. The Indemnified Party shall have the right, liability or action if such settlement is effected without but not the consent obligation, to participate at its own expense in the defense thereof by counsel of the indemnifying partyIndemnified 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. Promptly after receipt by an indemnified party under this Section 2.7 1.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.71.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.71.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.71.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 1.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party, such consent not to be unreasonably withheld.

Procedures. Promptly after upon receipt by an a party indemnified party under ---------- this Section 2.7 5 of notice of the commencement of any action (including any governmental action), against such indemnified party will, if a claim in respect thereof is to of which indemnity or reimbursement may be made sought against any indemnifying party under this Section 2.75, deliver to such indemnified party shall notify the indemnifying party a written notice in writing of the commencement thereof and of such action, but the failure so to notify the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that which it may have to any indemnified party otherwise than under this Section 2.75 unless such failure shall materially adversely affect the defense of such action. In case notice of commencement of any such action shall be given to the indemnifying party as above provided, the indemnifying party shall be entitled to participate in and, to the extent it may wish, jointly with any other indemnifying party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and satisfactory to such indemnified party. The indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the indemnified party unless (a) the indemnifying party agrees to pay the same, (b) the indemnifying party fails to assume the defense of such action with counsel satisfactory to the indemnified party or (c) the named parties to any such action (including any impleaded parties) have been advised by such counsel that representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party). No indemnifying party, in the defense of party shall be liable for any such claim or litigation, settlement effected without its written consent. No indemnifying party shall, except with without the prior written consent of each the indemnified party, consent to entry effect any settlement of any judgment pending or enter into threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement which does not include as includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release from all liability in respect to on claims that are the subject matter of such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyproceeding.

Procedures. Promptly (i) If the Company proposes to undertake an issuance of Pre-emptive Securities after receipt by the Closing Date, the Company shall give each Pre-emptive Right Holder written notice (an indemnified party under this “Issuance Notice”) of such intention prior to such proposed issuance, which notice shall include: (A) the type and class or series of Pre-emptive Securities; (B) the number of such Pre-emptive Securities to be issued; (C) the per share price of such Pre-emptive Securities; (D) if applicable, such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 2.7 of notice 4.4(a)(i); (E) if applicable, the identity of the commencement of any action prospective transferee; and (including any governmental action), F) the other material terms and conditions upon which the Company proposes to issue such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party Pre-emptive Securities. (ii) Each Pre-emptive Right Holder shall have the right (the “Pre-emptive Right”) to participate in, and, subscribe up to such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 4.4(a)(i) at the price per share and upon the other terms and conditions specified in the Issuance Notice and shall have ten (10) Business Days after the Issuance Notice is received (the “Pre-emptive Period”) to exercise its Pre-emptive Right by giving written notice (a “Pre-emptive Acceptance Notice”) to the extent Company and stating therein the indemnifying party so desiresquantity of Pre-emptive Securities to be subscribed. (iii) If, jointly with at the expiration date of the Pre-emptive Period, any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory Pre-emptive Right Holder has not exercised its Pre-emptive Right by giving a Pre-emptive Acceptance Notice to the parties; providedCompany, however, that an indemnified party (together with such holder shall be deemed to have waived all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party rights under this Section 2.74.4 with respect to, but and only with respect to, the omission so proposed issuance specified in such Issuance Notice. (iv) In the event that any Pre-emptive Right Holder delivers a Pre-emptive Acceptance Notice during the Pre-emptive Period, then the closing of such issuance of Pre-emptive Securities shall take place within fifteen (15) Business Days after the later to deliver written notice occur of (A) the expiry of the Pre-emptive Period, and (B) the receipt of all regulatory approvals required for such issuance. Upon such closing, the Company shall (1) allot and issue the applicable Pre-emptive Securities to each Pre-emptive Right Holder exercising the indemnifying party will not relieve it of any liability that it may have Pre-emptive Rights pursuant to any indemnified party otherwise than under this Section 2.7. No indemnifying party4.4, (2) if applicable, enter each such Pre-emptive Right Holder’s name in the register of members to reflect it as the owner of such Pre-emptive Securities (and within one (1) Business Day thereafter deliver a certified true copy thereof to such Pre-emptive Right Holder), and (3) if such Pre-emptive Securities are represented by certificates, issue and deliver certificates representing such Pre-emptive Securities to such Pre-emptive Right Holder, in each case against payment by such Pre-emptive Right Holder of the defense of any subscription price for such claim or litigation, shall, except Pre-emptive Securities in accordance with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof terms and conditions specified in 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 indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyIssuance Notice.

Procedures. Promptly after receipt by an indemnified party The obligations and liabilities of the parties with respect to Claims subject to indemnification under this Section 2.7 of notice of the commencement of any action 11 (including any governmental action), such indemnified party will, if a claim in respect thereof is to “Indemnified Claims”) will be made against any indemnifying party under this Section 2.7, deliver subject to the indemnifying following terms and conditions: 11.3.1 The party claiming a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party indemnification hereunder (together with all other indemnified parties which may be represented without conflict by one counsel“Indemnified Person”) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver will give prompt written notice to the indemnifying party within a reasonable time of the commencement (“Indemnifying Person”) of any such actionIndemnified Claim, if prejudicial to stating its ability to defend such actionnature, shall relieve such indemnifying party of any liability basis and amount, to the indemnified party under this Section 2.7extent known. Each such notice will be accompanied by copies of all relevant documentation, but the omission so to deliver written notice to the indemnifying party will not relieve it of including any liability summons, complaint or other pleading that it may have been served or any written demand or other document. 11.3.2 With respect to any indemnified party otherwise than under Indemnified Claim: (a) the Indemnifying Person will defend or settle the Indemnified Claim, subject to provisions of this Section 2.7. No indemnifying partysubsection, (b) the Indemnified Person will, at the Indemnifying Person’s sole cost and expense, cooperate in the defense by providing access to witnesses and evidence available to it, (c) the Indemnified Person will have the right to participate in any defense at its own cost and expense to the extent that, in its judgment, the Indemnified Person may otherwise be prejudiced thereby, (d) the Indemnified Person will not settle, offer to settle or admit liability in any Indemnified Claim without the written consent of an officer of the Indemnifying Person, and (e) the Indemnifying Person will not settle, offer to settle or admit liability as to any Indemnified Claim in which it controls the defense if such settlement, offer or admission contains any admission of fault or guilt on the part of the Indemnified Person, or would impose any liability or other restriction or encumbrance on the Indemnified Person, without the written consent of an officer of the Indemnified Person. 11.3.3 Each party will cooperate with, and comply with all reasonable requests of, each other party and act in a reasonable and good faith manner to minimize the scope of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyIndemnified Claim.

Procedures. Promptly after receipt If any proceedings are instituted or any claim or demand is asserted by an any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party under this Section 2.7 of shall promptly cause written notice (the "Notice") of the commencement assertion of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is or demand to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice party; provided, however, that the failure of the commencement thereof indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right to participate inright, andat its option and expense, to the extent defend against, negotiate, or settle any such claim or demand, and if the indemnifying party so desiresexercises that option, jointly with any other the indemnifying party similarly noticed, to assume shall not be liable for the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by incurred after the indemnifying party, if representation of such indemnified party by the counsel retained by date the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to notifies the indemnified party under this Section 2.7, but of such exercise by a counsel employed by the omission so to deliver written notice to the indemnified party. An indemnifying party will may not relieve it settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of any liability that it may have to any the indemnified party otherwise unless such settlement requires no more than under this Section 2.7a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. No An indemnifying party, in the defense party shall not be liable for any settlement of any such claim or litigationdemand effected without its prior written consent (which consent shall not be unreasonably withheld, shall, except with conditioned or delayed). In the consent of each indemnified party, consent event that the indemnifying party shall fail to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof respond within ten (10) days after the giving by of the claimant or plaintiff to such Notice, then the indemnified party of a release from all liability may retain counsel and conduct the defense thereof as it may, in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any lossits sole discretion, claimdeem proper, damage, liability or action if such settlement is effected without at the consent sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. Promptly after receipt by an indemnified party Any Indemnified Party seeking indemnification under this Section 2.7 Article IV shall give written notice (a “Claim Notice”) to its corresponding Indemnifying Party. The Claim Notice shall include a description in reasonable detail of notice (a) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (b) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the commencement Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 4.1 or Section 4.2, as the case may be (including any governmental actiona “Third Party Claim”), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to Indemnified Party shall give the indemnifying party a applicable Indemnifying Party written notice within ten (10) days of receiving written notice of such Third Party Claim. If such Indemnified Party fails to provide each such notice with respect to Third Party Claim within such time period, the commencement thereof and applicable Indemnifying Party will not be obligated to indemnify such Indemnified Party with respect to such Third Party Claim to the indemnifying party extent that the applicable Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify such Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, (i) the Indemnified Party shall have the right to participate inin such defense and to engage separate counsel of its own choosing at its own cost and expense and (ii) the Indemnifying Party shall not agree to any compromise or settlement to which such Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, and, to conditioned or delayed) unless such settlement or compromise includes only the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties payment of monetary damages which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by such Indemnifying Party (subject to the indemnifying party, if representation limitations herein) and includes a release of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release Indemnified Party from all liability in respect of such Third Party Claim. If requested by the Indemnifying Party, such Indemnified Party will, at the cost and expense of such Indemnifying Party (which cost and expense shall be deemed Indemnifiable Losses for purposes of applying the applicable Indemnity Cap), provide reasonable cooperation to the Indemnifying Party in defending such claim or litigationThird Party Claim. The indemnity agreements contained in this Section 2.7 If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not apply agree to amounts paid any compromise or settlement to which the Indemnifying Party has not consented in settlement of any losswriting (which consent shall not be unreasonably withheld, claim, damage, liability conditioned or action if such settlement is effected without the consent of the indemnifying partydelayed).

Procedures. Promptly (i) If the Company proposes to undertake an issuance of Pre- emptive Securities after receipt by the Closing Date, the Company shall give each Pre- emptive Right Holder written notice (an indemnified party under this “Issuance Notice”) of such intention prior to such proposed issuance, which notice shall include: (A) the type and class or series of Pre-emptive Securities; (B) the number of such Pre-emptive Securities to be issued; (C) the per share price of such Pre-emptive Securities; (D) if applicable, such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 2.7 of notice 4.4(a)(i); (E) if applicable, the identity of the commencement of any action prospective transferee; and (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to F) the indemnifying party a written notice of the commencement thereof other material terms and the indemnifying party conditions upon which the (ii) Each Pre-emptive Right Holder shall have the right (the “Pre- emptive Right”) to participate in, and, subscribe up to such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 4.4(a)(i) at the price per share and upon the other terms and conditions specified in the Issuance Notice and shall have ten (10) Business Days after the Issuance Notice is received (the “Pre-emptive Period”) to exercise its Pre-emptive Right by giving written notice (a “Pre-emptive Acceptance Notice”) to the extent Company and stating therein the indemnifying party so desiresquantity of Pre-emptive Securities to be subscribed. (iii) If, jointly with at the expiration date of the Pre-emptive Period, any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory Pre- emptive Right Holder has not exercised its Pre-emptive Right by giving a Pre- emptive Acceptance Notice to the parties; providedCompany, however, that an indemnified party (together with such holder shall be deemed to have waived all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party rights under this Section 2.74.4 with respect to, but and only with respect to, the omission so proposed issuance specified in such Issuance Notice. (iv) In the event that any Pre-emptive Right Holder delivers a Pre- emptive Acceptance Notice during the Pre-emptive Period, then the closing of such issuance of Pre-emptive Securities shall take place within fifteen (15) Business Days after the later to deliver written notice occur of (A) the expiry of the Pre-emptive Period, and (B) the receipt of all regulatory approvals required for such issuance. Upon such closing, the Company shall (1) allot and issue the applicable Pre-emptive Securities to each Pre-emptive Right Holder exercising the indemnifying party will not relieve it of any liability that it may have Pre-emptive Rights pursuant to any indemnified party otherwise than under this Section 2.7. No indemnifying party4.4, (2) if applicable, enter each such Pre-emptive Right Holder’s name in the register of members to reflect it as the owner of such Pre-emptive Securities (and within one (1) Business Day thereafter deliver a certified true copy thereof to such Pre-emptive Right Holder), and (3) if such Pre-emptive Securities are represented by certificates, issue and deliver certificates representing such Pre-emptive Securities to such Pre-emptive Right Holder, in each case against payment by such Pre-emptive Right Holder of the defense of any subscription price for such claim or litigation, shall, except Pre-emptive Securities in accordance with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof terms and conditions specified in 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 indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyIssuance Notice.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of Each Indemnified Party shall promptly notify the commencement Indemnifying Party of any action (including any governmental action), such indemnified party will, if a claim Claim in respect thereof of which the Indemnified Party is entitled to be made against any indemnifying party under this Section 2.7, deliver to indemnified hereunder. Such notice shall be given as soon as is reasonably practicable after the indemnifying party a written notice Indemnified Party becomes aware of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partieseach Claim; provided, however, that an indemnified failure to give prompt notice shall not adversely affect any Claim for indemnification hereunder except to the extent the Indemnifying Party’s ability to contest any Claim by any third-party (together with all other indemnified parties which may be represented without conflict by one counsel) is materially adversely affected. The Indemnifying Party shall have the right, but not the obligation, at its expense, to contest, defend, and litigate, and to control the contest, defense, or litigation of, any Claim by any third-party alleged or asserted against any Indemnified Party arising out of any matter in respect of which such Indemnified Party is entitled to be indemnified hereunder. The Indemnifying Party shall promptly notify such Indemnified Party of its intention to exercise such right set forth in the immediately preceding sentence and shall reimburse the Indemnified Party for the reasonable costs and expenses paid or incurred by it prior to the assumption of such contest, defense, or litigation by the Indemnifying Party. If the Indemnifying Party exercises such right in accordance with the provisions of this Article 12 and any Indemnified Party notifies the Indemnifying Party that it desires to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in order to participate in or proceed independently with such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such actioncontest, if prejudicial to its ability to defend such actiondefense, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shallsuch Indemnified Party may do so at its own expense. If the Indemnifying Party fails to exercise its rights set forth in the third sentence of this paragraph, except then the Indemnifying Party will reimburse the Indemnified Party for its reasonable costs and expenses incurred in connection with the consent contest, defense, or litigation of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyClaim.

Procedures. Promptly (i) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person (other than another party to this Agreement or an Affiliate of such other party) against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by an indemnified party such Indemnified Party of written notice of the Third Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 2.7 Article 8 except to the extent that the Indemnifying Party is prejudiced by such failure. (ii) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticedThird Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel mutually selected by the Indemnifying Party and reasonably satisfactory to the parties; providedIndemnified Party. If the Indemnifying Party assumes the defense of such Third Party Claim, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the Indemnified Party shall have the right to retain one employ separate counselcounsel and to participate in but not control the defense thereof, with and the reasonable fees and expenses of such counsel shall be at the sole expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. 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. (iii) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be paid by collected from such Indemnified Party, the indemnifying party, if representation Indemnified Party shall deliver notice of such indemnified party by claim promptly to the counsel retained by Indemnifying Party, describing in reasonable detail the indemnifying party would be inappropriate due facts giving rise to actual any claim for indemnification hereunder, the amount or potential differing interests between method of computation of the amount of such indemnified party claim (if known) and any such other party represented by such counsel in such proceedinginformation with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver written notice provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 8 except to the indemnifying party within a reasonable time of extent that the commencement Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such actionmatters. Such assistance and cooperation shall include providing reasonable access to and copies of information, if prejudicial records and documents relating to its ability such matters, furnishing employees to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, assist in the investigation, defense and resolution of any such claim or litigation, shall, except matters and providing reasonable legal and business assistance with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partymatters.

Procedures. Promptly (a) In order for a Purchaser Indemnified Party or Marriott Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person other than Marriott and its Affiliates and the Purchaser against the Indemnified Party, including a Mirror Claim (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by an indemnified party such Indemnified Party of written notice of the Third Party Claim, but in no event later than the Claims Deadline, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide as part of the initial written notice of claim, the information set forth in the preceding sentence shall not invalidate the effectiveness of the written notice provided the information is delivered in a reasonable time period thereafter. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 2.7 Article 10 except to the extent that the Indemnifying Party is prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim except as may be provided to the contrary as to a Mirror Claim in which case Purchaser shall bear all of the costs associated therewith, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense 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 action (including Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any governmental action)Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to compromise, settle or discharge, such indemnified party will, if Third Party Claim without the Indemnifying Party’s prior written consent unless the Indemnifying Party withdraws from the defense of such Third Party Claim or unless a claim in respect thereof final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnifying Party does not assume the defense of any such claims or proceeding pursuant to be made against any indemnifying party under this Section 2.710.5 and the Indemnified Party proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, deliver to then the indemnifying party a Indemnified Party shall give the Indemnifying Party prompt written notice of the commencement thereof and the indemnifying party Indemnifying Party shall have the right to participate inin the settlement or assume or reassume the defense of such claims or proceeding. The Indemnifying Party and its counsel shall conduct such defense or settlement in a manner reasonably satisfactory and effective to protect the Indemnified Party fully. The Indemnifying Party and its counsel shall keep the Indemnified Party fully advised as to its conduct of such defense or settlement, andand shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless such settlement or compromise does not subject the Indemnified Party to any monetary liability, includes a complete, unconditional release of the Indemnified Party from all liability with respect to such Third Party Claim, and does not constitute an acknowledgement or acceptance by the Indemnified Party of fault, culpability, or responsibility of any kind. Notwithstanding the Indemnifying Party’s election to defend against or settle the Third Party Claim, the Indemnified Party may, upon written notice to the extent Indemnifying Party, elect to employ its own counsel and assume control of such defense or settlement if (A) the indemnifying party so desiresIndemnifying Party is also a Person against whom the Third Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate; (B) the Indemnified Party determines in good faith that the Indemnified Party may have available to its one or more defenses or counterclaims that are inconsistent with, jointly different from, or in addition to one or more of those that may be available to the Indemnifying Party with any other indemnifying party similarly noticed, respect to assume such Third Party Claim; (C) the defense thereof with Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third Party Action; (D) the Indemnifying Party shall not in fact have employed counsel mutually reasonably satisfactory to the partiesIndemnified Party for the defense or settlement of such Third Party Action; provided, however, that an indemnified party the assumption of control of the defense or settlement of a Third Party Action by the Indemnified Party pursuant to this sentence shall not relieve the Indemnifying Party of its obligation to indemnify and hold the Indemnified Party harmless. (together with all other indemnified parties which may be represented without conflict by one counselc) shall In the event any Indemnified Party should have the right to retain one separate counsel, with the reasonable fees and expenses a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be paid by collected from such Indemnified Party, the indemnifying party, if representation Indemnified Party shall deliver notice of such indemnified party by claim to the counsel retained by Indemnifying Party no later than the indemnifying party would be inappropriate due Claims Deadline, describing in reasonable detail the facts giving rise to actual any claim for indemnification hereunder, the amount or potential differing interests between method of computation of the amount of such indemnified party claim (if known) and any such other party represented by such counsel in such proceedinginformation with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver provide as part of the initial written notice to of claim, the indemnifying party within information set forth in the preceding sentence shall not invalidate the effectiveness of the written notice provided the information is provided in a reasonable time period thereafter. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 10 except to the commencement extent that the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall have thirty (30) days after receipt of notice of any claim pursuant to this Section 10.5(c) to (i) agree to the amount or method of determination set forth in such actionclaim and to pay such amount to such Indemnified Party or (ii) provide the Indemnified Party with notice (a “Dispute Notice”) that it disagrees with the amount or method of determination set forth in such claim. If the Indemnifying Party has timely delivered a Dispute Notice, the Indemnifying Party and the Indemnified Party shall, during a period 30 days from the Indemnified Party’s receipt of such Dispute Notice, negotiate to achieve resolution of such dispute and, if prejudicial to its ability to defend not resolved through negotiations, such action, dispute shall relieve such indemnifying party of any liability to the indemnified party under this be resolved as provided in Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party12.9.

Procedures. Promptly 15.2.1 In the event that any officer or registered agent of Indemnitee receives actual notice of any written claim by a third person giving rise to a right of indemnification of such party hereunder, the Indemnitee shall, within 60 days after receipt by an indemnified party under this Section 2.7 of such notice, give written notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written Indemnitor setting forth the facts and circumstances giving rise to such claim for indemnification and shall tender the defense of such claim to the Indemnitor. If the Indemnitee fails to give such notice of and tender such defense within the commencement thereof and 60-day period, the indemnifying party Indemnitee shall have the right be solely responsible for any Liability with respect to participate in, and, such claim to the extent the indemnifying party so desiresLiability is attributable to failure to give notice within such 60-day period, jointly but such failure shall not otherwise result in a forfeiture or waiver of any rights to indemnification. 15.2.2 The Indemnitor shall be solely responsible for selecting the attorneys to defend any matter subject to indemnification and/or taking all actions necessary or appropriate to resolve, defend, and/or settle such matters, and shall be entitled to contest, on its own behalf and on the Indemnitee's behalf, the existence or amount of any obligation, cost, expense, debt or liability giving rise to such claim. The Indemnitor shall keep the Indemnitee fully and timely informed as to actions taken on such matters. The Indemnitee shall cooperate fully with any other indemnifying party similarly noticed, to assume the defense thereof with Indemnitor and its counsel mutually satisfactory and shall provide them reasonable access to the parties; providedIndemnitee's employees, howeverconsultants, that an indemnified party (together agents, attorneys, accountants, and non-privileged files to the extent necessary or appropriate to defend or resolve the matter, the Indemnitor reimbursing the Indemnitee with all other indemnified parties which may be represented without conflict by one counsel) respect to the cost of any such access. The Indemnitee shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7right, but not the omission so duty, to deliver written notice to the indemnifying party will not relieve it participate with attorneys of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyits own choosing, at its own expense, in the defense of any such claim or litigationLiability for which the Indemnitor is obligated to defend and indemnify it, shalland to approve any settlement that affects it, except with without relieving the consent of each indemnified party, consent to entry Indemnitor of any judgment obligations hereunder. 15.2.3 When any Liability results from, relates to, or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent arises out of the indemnifying partyconduct of both Seller and Purchaser, the parties shall indemnify each other in proportion to their respective share of such Liability.

Procedures. Promptly after receipt by an indemnified In each instance in which indemnity is claimed hereunder, the party under this Section 2.7 of notice of claiming indemnity (the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel“Indemnitee”) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver give prompt written notice to the indemnifying party within a reasonable time against whom indemnity is sought (the “Indemnitor”) of any claim, action or proceeding in respect of which indemnity is claimed, together with photocopies of any and all letters, pleadings or other documents in the commencement Indemnitee’s possession which are alleged to form the material basis of any such claim or action; provided, if prejudicial that the failure to its ability to defend provide such action, notice in a timely fashion shall relieve such indemnifying party of any liability not affect the Indemnitor’s obligations hereunder except to the indemnified party under this Section 2.7, but the omission so to deliver written extent that any delay in providing such notice results in actual prejudice to the indemnifying party will not relieve it of Indemnitor. In any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partycase, the Indemnitee shall cooperate with the Indemnitor in the defense of any such claim or litigation, shall, except with action to the consent of each indemnified party, consent extent that the Indemnitor and Indemnitee are not adverse parties or have adverse interests therein. The Indemnitor shall have the right to entry control the defense of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationaction by counsel of the Indemnitor’s choice, at the Indemnitor’s sole cost and expense. The indemnity agreements contained Indemnitee shall have the right to observe any legal proceedings relating to any such claim or action and to retain its own counsel, it being understood that the fees and expenses of the Indemnitee’s counsel shall be paid by the Indemnitee (unless (i) the defendants in this Section 2.7 any such claim or action include both the Indemnitor and the Indemnitee and the Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to such Indemnitee that are different from or additional to those available to the Indemnitor or (ii) the Indemnitor fails promptly to assume the defense and retain counsel reasonably satisfactory to the Indemnitee, in which cases such reasonable fees and expenses shall be paid by the Indemnitor). The Indemnitor shall not, without the prior written consent of the Indemnitee (which consent shall not apply to amounts paid in be unreasonably withheld), effect any settlement of any loss, claim, damage, liability pending or action if threatened proceeding unless such settlement is effected without the consent of the indemnifying partysolely monetary in nature.

Procedures. Promptly (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by an indemnified party such Indemnified Party of written notice of the Third Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and the amount or method of computation of the amount of such claim (if known). Thereafter, the Indemnifying Party shall promptly provide such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party assuming full responsibility for any Losses relating to the claim (subject to the limitations in Section 2.7 8.5) within 30 days of receipt of notice from the Indemnified Party of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticedThird Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel mutually selected by the Indemnifying Party and reasonably satisfactory to the partiesIndemnified Party. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, however, that an indemnified party if the named parties in any such Third Party Claim include both the Indemnified Party and the Indemnifying Party and representation of both Parties by the same counsel determined by qualified counsel to be inappropriate because one or more legal defenses available to such Indemnified Party is different from or additional to those available to the Indemnifying Party and is reasonably expected to create a conflict of interest between them, then such Indemnified Party may employ separate counsel to represent or defend it in any such Third Party Claim, and the Indemnifying Party shall be responsible for the fees and disbursements of such counsel. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses (together on a mutually convenient basis), pertinent records, materials and information, in each case in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with all other indemnified parties 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 (which consent shall not be unreasonably withheld). If the Indemnifying Party assumes the defense of a Third Party Claim, no compromise or settlement of such Third Party Claim may be represented effected by the Indemnifying Party without conflict the Indemnified Party’s prior written consent unless (A) there is no finding or admission of any violation of applicable Law or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by one counselthe Indemnifying Party; and (C) the Indemnified Party shall have no liability with respect to such compromise or settlement. Notwithstanding the right foregoing, the Indemnifying Party shall not be entitled to retain one separate counsel, with assume the reasonable 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. (c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be paid by collected from such Indemnified Party, the indemnifying party, if representation Indemnified Party shall deliver notice of such indemnified party by claim promptly to the counsel retained by Indemnifying Party, describing in reasonable detail the indemnifying party would be inappropriate due facts giving rise to actual any claim for indemnification hereunder and the amount or potential differing interests between method of computation of the amount of such indemnified party and any claim (if known). Thereafter, the Indemnifying Party shall promptly provide such other party represented by such counsel in such proceedinginformation with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver written notice provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the indemnifying party within extent that the Indemnifying Party is prejudiced by such failure. (d) For purposes of determining the amount of any Excluded Liability described in Section 2.4(j) in any case in which a reasonable time Tax is assessed with respect to a taxable period that includes the Closing Date (but does not begin on that day) the Taxes, if any, attributable to the taxable period of EMS Brazil beginning before and ending on or after the Closing Date shall be apportioned (i) to the Seller, for the amount of such Taxes that is attributable to the Pre-Closing Tax Period, and (ii) to the Buyer, for the amount of such Taxes that is attributable to the Post-Closing Tax Period. Any allocation of income or deductions required to determine any Taxes attributable to the Pre-Closing Tax Period and the Post-Closing Tax Period shall be made (i) in the case of income Taxes or Taxes based on or related to income or receipts or any sales or use Tax, by means of a closing of books and records of EMS Brazil as of the commencement of any such actionday preceding the Closing Date, if prejudicial to its ability to defend such actionprovided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall relieve such indemnifying party of any liability be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the indemnified party under this Section 2.7number of days in each such period, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, and (ii) in the defense case of any such claim or litigationother Taxes, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of on a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyper diem basis.

Procedures. Promptly after the receipt by an indemnified party any Person seeking indemnification under this Section 2.7 Article 21 (the "Indemnified Party") of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and assertion of any claim by a third party with respect to any matter in respect of which indemnification may be sought hereunder (a "Third Party Claim"), the indemnifying party Indemnified Party shall have give written notice (the right to participate in, and, "Indemnification Notice") to the extent Party from which indemnification is sought (the indemnifying party so desires"Indemnifying Party"), jointly and shall thereafter keep the Indemnifying Party reasonably informed with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesrespect thereto; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the failure of the Indemnified Party to give the Indemnifying Party notice as provided herein shall have not relieve the right Indemnifying Party of any of its obligations hereunder, except to retain one separate counsel, with the reasonable fees and expenses to be paid by extent that the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented Indemnifying Party is materially prejudiced by such counsel in such proceedingfailure. The failure Indemnifying Party shall be entitled to deliver assume the defense of any Third Party Claim by written notice to the indemnifying party Indemnified Party of such intention given within a reasonable time thirty (30) days after the receipt by the Indemnifying Party of the commencement of any such actionIndemnification Notice; provided, if prejudicial to its ability to defend such actionhowever, that counsel selected by the Indemnifying Party shall relieve such indemnifying party of any liability be reasonably satisfactory to the indemnified party under this Section 2.7, but Indemnified Party. The Indemnifying Party shall be liable for the omission so to deliver written notice to fees and expenses of counsel employed by the indemnifying party will Indemnified Party for any period during which the Indemnifying Party has not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assumed the defense of any Third Party Claim (other than during any period during which the Indemnified Party has failed to give notice of such claim Third Party Claim as provided above). If the Indemnifying Party shall assume the defense of the Third Party Claim, then the Indemnifying Party shall not compromise or litigation, shall, except with settle such Third Party Claim without the prior written consent of each indemnified partythe Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party shall have no obligation to consent to entry of any judgment or enter into any settlement which that (a) does not include include, as an unconditional term thereof thereof, the giving by the claimant or the plaintiff to such indemnified party of a release of the Indemnified Party from all liability in with respect to such claim Third Party Claim or litigation(b) involves the imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party is indemnified hereunder. The indemnity agreements contained As long as the Indemnifying Party is contesting any such Third Party Claim on a timely basis, the Indemnified Party shall not pay, compromise or settle any claims brought under such Third Party Claim. Notwithstanding the assumption by the Indemnifying Party of the defense of any Third Party Claim as provided in this Section 2.7 21.3, the Indemnified Party shall be permitted to participate in the defense of such Third Party Claim and to employ counsel at its own expense (it being understood that the Indemnifying Party controls such defense); provided, however, that, if the defendants in any Third Party Claim shall include both an Indemnifying Party and any Indemnified Party, and such Indemnified Party shall have reasonably concluded that counsel selected by the Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to such Indemnified Party, such Indemnified Party shall then have the right to select separate counsel to participate in the defense of such Third Party Claim on its behalf, at the expense of the Indemnifying Party; provided that the Indemnifying Party shall not apply be obligated to amounts paid in settlement pay the expenses of any lossmore than one separate counsel for all Indemnified Parties, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partytaken together.

Procedures. Promptly after (a) Any party entitled to indemnification under this Article XI (each an "Indemnified Party") shall promptly upon its discovery of facts or circumstances giving rise to a claim for indemnification, including receipt by an indemnified party under this Section 2.7 it of notice of any demand, assertion, claim or Action by any third party (such third party Actions being collectively referred to herein as "Third-Party Claims"), give notice thereof (the commencement "Claim Notice") to the Person or Persons obligated to provide indemnification under this Article XI (each an "Indemnifying Party"). Failure to timely provide such notice will not affect any rights hereunder unless (and then only to the extent that) the Indemnifying Party is materially prejudiced thereby. In providing any Claim Notice to the Indemnifying Party in respect of any action (including any governmental action)Third-Party Claim, the Indemnified Party shall provide the Indemnifying Party with a copy of such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver Third-Party Claim or other documents received and shall otherwise make available to the indemnifying party a written notice Indemnifying Party all relevant information material to the defense of such claim and within the Indemnified Party's possession. (b) Within thirty (30) days after the date of the commencement thereof Claim Notice, the Indemnifying Party shall notify the Indemnified Party whether it acknowledges its obligation to indemnify in accordance with this Article XI without any reservation of rights or whether it intends to fulfill its indemnification obligation with a reservation of rights. (i) If the Indemnifying Party acknowledges its obligation to indemnify without any reservation of rights, then the Indemnifying Party shall have the right, by notice given to the Indemnified Party within thirty (30) days after the date of the Claim Notice, to assume and control the defense of the Third-Party Claim that is the subject of such Claim Notice, including the employment of counsel selected by the Indemnifying Party after consultation with the Indemnified Party, and the indemnifying party Indemnifying Party shall pay all expenses of, and the Indemnified Party shall cooperate fully with the Indemnifying Party in connection with, the conduct of such defense. The Indemnified Party shall have the right to employ separate counsel in any such Action and to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume in (but not control) the defense thereof with of such Third-Party Claim, but the fees and expenses of such counsel mutually satisfactory to shall be borne by the partiesIndemnified Party unless the Indemnifying Party shall agree otherwise; provided, however, if the named parties to any such Third-Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, the Indemnifying Party requires that an indemnified party (together with all other indemnified the same counsel represent both the Indemnified Party and the Indemnifying Party, and representation of both parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the same counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party them, then the Indemnified Party shall have the right to retain its own counsel at the cost and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time expense of the commencement Indemnifying Party. (ii) If the Indemnifying Party notifies the Indemnified Party that it intends to fulfill its indemnification obligation with a reservation of rights, or fails to make any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under notification required by this Section 2.711.4(b), but then the omission so Indemnified Party shall have the absolute right to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in control the defense of such Third-Party Claim, and, if and when it is finally determined that the Indemnified Party is entitled to indemnification from the Indemnifying Party hereunder, the fees and expenses of the Indemnified Party's counsel shall be borne by the Indemnifying Party, provided that the Indemnifying Party shall be entitled, at its expense, to participate in (but not control) such defense. (c) Neither the Indemnifying Party nor the Indemnified Party shall have the right to settle or compromise any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected Third-Party Claim without the consent of the indemnifying partyother, which consent shall not be unreasonably withheld or delayed.

Procedures. Promptly The person providing (as required to provide) indemnification in respect of a claim pursuant to this Article VIII as herein called, in respect of such claim, the “Indemnifying Party”. Each Buyer Indemnified Party and each Seller Indemnified Party is, in respect of a claim for which indemnification is sought, is herein called, in respect of such claim, an “Indemnified Party”. Any Indemnified Party shall notify the Indemnifying Party (with reasonable specificity) promptly after receipt by an indemnified party it becomes aware of facts supporting a claim or action for indemnification under this Article VIII, and shall provide to the Indemnifying Party as soon as practicable thereafter all information and documentation reasonably necessary to support and verify any Losses associated with such claim or action. Subject to Section 2.7 of notice of the commencement of any action (including any governmental action8.2(c)(iii), such indemnified party will, if a claim in respect thereof is the failure to be made against any indemnifying party under this Section 2.7, deliver so notify or provide information to the indemnifying party a written notice of the commencement thereof and the indemnifying party Indemnifying Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it the Indemnifying Party of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyIndemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to give such notice, in which case the defense Indemnifying Party shall be relieved from its obligations hereunder to the extent of such material prejudice. The Indemnifying Party shall defend, contest or otherwise protect the Indemnified Party against any such claim or litigationaction by counsel of the Indemnifying Party’s choice at its sole cost and expense; provided, shallhowever, except with that the consent of each indemnified party, consent to entry of any judgment or enter into Indemnifying Party shall not make any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected compromise without the prior written consent of the indemnifying partyIndemnified Party (which consent shall not be unreasonably withheld or delayed) unless the sole relief provided is monetary damages for which the Indemnifying Party has unconditionally acknowledged liability pursuant to the terms of this Article VIII. 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 and shall in any event use its reasonable best efforts to cooperate with and assist the Indemnifying Party. If (a) the Indemnifying Party fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding with counsel reasonably acceptable to the Indemnified Party, (b) the Indemnifying Party fails to state in a written notice given to the Indemnified Party not later than 20 days after the Indemnified Party received notice of a claim pursuant to Section 8.2(c)(iii) that the claim is properly the subject of indemnification pursuant to this Agreement (subject only to the Cap, Threshold or Deductible, if applicable), (c) in the reasonable judgment of the Indemnified Party there are conflicts of interest (other than as a result of this Article VIII) between the interests of the Indemnified Party and the Indemnifying Party in respect of such claim, or (d) the claim is not solely for monetary relief or the claim involves a criminal matter, the Indemnified Party shall have the right to control the defense of such claim with counsel of its own choosing, 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. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement (a) Buyer shall be entitled to select its own counsel in defense of any action action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (each, a "Claim") that may cause Indemnifiable Losses to Buyer. The Seller Parties shall advance all reasonable expenses, including attorneys' fees and all other related costs, expenses and obligations incurred in connection with investigating or defending against a Claim (collectively, the "Defense Expenses"). Defense Expenses shall be paid by the Seller Parties to Buyer as they are incurred but in any governmental action)event no later than fifteen (15) days after a written request and supporting documentation are supplied by Buyer to Seller. (b) If a Claim is asserted by any third party against Buyer, such indemnified party will, if a claim in respect thereof is Buyer may request the Seller Parties to be made against any indemnifying party under this Section 2.7, deliver to defend the indemnifying party Claim on behalf of Buyer by a written notice of supplied by Buyer to Seller. If the commencement thereof and Seller Parties fail to defend Buyer upon such request, a recovery against Buyer shall be conclusive in its favor against the indemnifying party shall have the right to participate inSeller Parties, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that, if Seller has not received reasonable notice of the Claim or is not allowed to control its defense, judgment against Buyer shall only constitute presumptive evidence against the Seller Parties. (c) All payments to be made by the Seller Parties to Buyer hereunder shall be made in immediately available funds to a bank account designated by Buyer. All payments to be made to Buyer shall be made in U.S. Dollars. Each of the Seller Parties, jointly and severally, covenants and agrees that (i) it has full authority and resources to make any payment hereunder to or for the account of Buyer in U.S. Dollars if so required; and (ii) it shall make all payments hereunder irrespective of and without deduction for, any counterclaim, defense, recoupment, or set-off; and (iii) any payment or indemnity hereunder shall include an indemnified party (together with amount necessary to hold the recipient of such payment or indemnity harmless on an after-Tax basis from all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses Taxes required to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim payment or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of indemnity, taking into account any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyTax.

Procedures. Promptly Any Indemnified Party shall notify the Indemnifying Party (with reasonable detail) promptly after receipt by an indemnified party it becomes aware of facts supporting a claim or action for which indemnification is provided under this Section 2.7 of notice of the commencement of any action (including any governmental action)Article VIII, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver and shall provide to the indemnifying party a written notice of the commencement thereof Indemnifying Party as soon as practicable thereafter all reasonably available information and the indemnifying party shall have the right documentation necessary to participate in, and, to the extent the indemnifying party so desires, jointly support and verify any Losses associated with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual claim or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedingaction. The failure to deliver written notice so notify or provide information to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it the Indemnifying Party of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyIndemnified Party, except to the extent that the Indemnifying Party demonstrates that it has been materially prejudiced by the Indemnified Party’s failure to give such notice, in which case the defense Indemnifying Party shall be relieved from its obligations hereunder to the extent of such material prejudice. The Indemnifying Party shall participate in and defend, contest or otherwise protect the Indemnified Party against any such claim or litigationaction by counsel of the Indemnifying Party’s choice at its sole cost and expense; provided, shallhowever, except with that the Indemnifying Party shall not make any settlement or compromise without the prior written consent of each indemnified partythe Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, consent to entry there is no admission or statement of any judgment fault or enter into any settlement which does not include as culpability on the part of the Indemnified Party and there is an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release Indemnified Party from all liability in respect to on any claims that are the subject of such claim or litigationaction. The indemnity agreements contained Indemnified Party shall use commercially reasonable efforts upon the reasonable request of the Indemnifying Party to cooperate with and assist the Indemnifying Party in this Section 2.7 shall not apply to amounts paid in settlement of defending, contesting, or otherwise protecting the Indemnified Party against any losssuit, action, investigation, claim, damageor proceeding in connection with which a claim for indemnification is made. The Indemnified Party shall have the right, liability or action if such settlement is effected without but not the consent obligation, to participate at its own expense in the defense thereof by counsel of the indemnifying partyIndemnified 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. Promptly after receipt If any legal action governed by an indemnified party under this Section 2.7 of 21 is commenced against an Indemnitee, prompt written notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to shall be made against any indemnifying party under this Section 2.7, deliver given to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesparty; provided, however, that an failure to give prompt notice shall not reduce the indemnifying party's obligations under this Section 21 except to the extent it is prejudiced thereby. After such notice, if the indemnifying party shall acknowledge in writing to such Indemnitee that the right of indemnification under this Agreement applies with respect to such claim, then the indemnifying party shall be entitled, if it so elects, in a written notice delivered to the Indemnitee no later than ten (10) days prior to the date on which a response to such claim is due, to take control of the defense and investigation of such claim and to employ and engage attorneys of its sole choice, and reasonably satisfactory to the indemnified party, to handle and defend same, at the indemnifying party's expense. The Indemnitee shall cooperate in all reasonable respects with the indemnifying party (together with all and its attorneys in the investigation, trial, and defense of such claim and any appeal arising therefrom; provided, however, that the Indemnitee may, at its own expense, participate, through its attorneys or otherwise, in such investigation, trial, and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other indemnified parties than the payment of money by the indemnifying party shall be entered into by the indemnifying party without the prior written consent of the Indemnitee, which consent may be represented without conflict given or withheld in the Indemnitee's sole discretion, to the extent that it concerns equitable remedies or the Indemnitee's Confidential Information or proprietary technology. After notice by one counsel) the indemnifying party of its election to assume full control of the defense of any such claim, the Indemnitee shall not be liable to the indemnifying party for any legal expenses incurred thereafter by such indemnifying party in connection with the defense of that claim. If the indemnifying party does not assume full control over the defense of a claim subject to such defense as provided in this Section, the indemnifying party may participate in such defense, at its expense, and the Indemnitee shall have the right to retain one separate counsel, with defend and settle the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel claim in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that manner as it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partydeem appropriate, in at the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent expense of the indemnifying party.

Procedures. Promptly (i) In order for a Purchaser Indemnitee to be entitled to any indemnification for any claim with respect to Designated Matters Losses (each a “Designated Matters Claim”), Purchaser must notify Seller in writing (and in reasonable detail) of the Designated Matters Claim promptly after receipt by an indemnified party under this Section 2.7 such Purchaser Indemnitee of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof Designated Matters Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Seller Indemnitors shall have been actually and materially prejudiced as a result of such failure. Thereafter, Purchaser shall deliver to the Seller Indemnitors, promptly following the Purchaser Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Purchaser Indemnitee relating to the Designated Matters Claim. (ii) If a Designated Matters Claim is made against a Purchaser Indemnitee and the indemnifying party Purchaser Indemnitee affirms in writing that the Seller Indemnitors are required to indemnify the Purchaser Indemnitee under this Section 9.10 in respect of such Designated Matters Claim, the Seller Indemnitors shall be entitled to participate in the defense thereof and, after consultation with the other Parties to determine the most appropriate Party to defend such Designated Matters Claim, taking into consideration the reasonable business concerns of the Parties, upon the request of Purchaser shall assume the defense thereof with counsel selected by the Seller (not reasonably objected to by Purchaser). Should the Seller Indemnitors assume the defense of a Designated Matters Claim, the Seller Indemnitors shall not be liable to the Purchaser Indemnitees for any legal expenses subsequently incurred by the Purchaser Indemnitees in connection with the defense thereof. If the Seller Indemnitors assumes such defense, the Purchaser Indemnitees shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume in the defense thereof with and to employ counsel mutually satisfactory (not reasonably objected to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying partySeller), if representation of such indemnified party at its own expense, separate from the counsel employed by the counsel retained by Seller Indemnitors, it being understood that the indemnifying party would be inappropriate due to actual or potential differing interests between Seller Indemnitors shall control such indemnified party defense, and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement costs of any such actioncounsel shall not be included in Designated Matters Losses. If the Seller Indemnitors choose to, if prejudicial to its ability to or are requested by Purchaser to, defend such actionor prosecute a Designated Matters Claim, the Seller shall relieve such indemnifying party keep Purchaser reasonably apprised of any liability the status of the Designated Matters Claim and shall furnish Purchaser with copies of all notices and documents (including court papers) received by the Seller Indemnitors relating to the indemnified party under this Section 2.7Designated Matters Claim, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, and all Purchaser Indemnitees shall cooperate in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyprosecution thereof.

Procedures. Promptly after receipt by If (i) any Event of Breach occurs or is alleged and a UAG Indemnified Party asserts that the Stockholders have become obligated to a UAG Indemnified Party pursuant to Section 9.1, or if any Stockholder Third Party Claim is begun, made or instituted as a result of which the Stockholders may become obligated to a UAG Indemnified Party hereunder, or (ii) a UAG Event of Breach occurs or is alleged and a Stockholder Indemnified Party asserts that UAG has become obligated to a Stockholder Indemnified Party pursuant to Section 9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of which UAG may become obligated to a Stockholder Indemnified Party hereunder (for purposes of this Article 2, any UAG Indemnified Party and any Stockholder Indemnified Party is sometimes referred to as an indemnified party under this Section 2.7 of notice of "Indemnified Party" and UAG and the commencement of Stockholders are sometimes referred to as an "Indemnifying Party," and any action (including UAG Third Party Claim and any governmental actionStockholder Third Party Claim is sometimes referred to as a "Third Party Claim," in each case as the context so requires), such indemnified party willIndemnified Party shall give written notice to the Indemnifying Party of its or his obligation to provide indemnification hereunder, if provided that any failure to so notify the Indemnifying Party shall not relieve them from any liability that it or he may have to the Indemnified Party under this Article 9. If such notice relates to a claim in respect thereof is Third Party Claim, each Indemnifying Party, jointly and severally, agrees to be made defend, contest or otherwise protect such Indemnified Party against any indemnifying party under this Section 2.7such Third Party Claim at his or its sole cost and expense. Such Indemnified Party shall have the right, deliver but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party to the indemnifying party a written notice of extent reasonably possible. If the commencement thereof and the indemnifying party Indemnifying Party fails timely to defend, contest or otherwise protect against such Third Party Claim, such Indemnified Party shall have the right to participate indo so, andincluding, to the extent the indemnifying party so desireswithout limitation, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counselmake any compromise or settlement thereof, with and such Indemnified Party shall be entitled to recover the reasonable fees entire Cost thereof from the Indemnifying Party, including, without limitation, attorneys' fees, disbursements and expenses amounts paid (or of which such Indemnified Party has become obligated to be paid pay) as the result of such Third Party Claim. Failure by the indemnifying party, if representation Indemnifying Party to notify such Indemnified Party of its or their election to defend any such indemnified party Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the counsel retained by the indemnifying party would be inappropriate due to actual Indemnifying Party of its or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability their right to defend such actionThird Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partynot, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partyThird Party Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement of any Third Party Claim except with the written consent of such Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party of Indemnified Party a full release from all liability in respect to of such claim or litigationThird Party Claim. The indemnity agreements contained in this Section 2.7 Notwithstanding the foregoing, the Indemnifying Party shall not apply be entitled to amounts paid control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any lossThird Party Claim to the extent the Third Party Claim seeks an order, claiminjunction or other equitable relief against the Indemnified Party which, damageif successful, liability could materially interfere with the business, operations, assets, condition (financial or action if such settlement is effected without the consent otherwise) or prospects of the indemnifying partyIndemnified Party.

Procedures. Promptly after receipt by an indemnified party Indemnified Person or Indemnified Party under this Section 2.7 7 of notice of the commencement of any action or proceeding (including any governmental action)action or proceeding) involving a Claim, such indemnified party willIndemnified Person or Indemnified Party shall, if a claim Claim in respect thereof is to be made against any indemnifying party under this Section 2.77, deliver to the indemnifying party a written notice of the commencement thereof thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the partiesindemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) Indemnified Person or Indemnified Party shall have the right to retain one separate counsel, its own counsel with the reasonable fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if representation if, in the reasonable opinion of such indemnified party by the counsel retained by the Indemnified Person or Indemnified Party, as applicable, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate reasonably with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, action shall not relieve such indemnifying party of any liability to the indemnified party Indemnified Person or Indemnified Party under this Section 2.77, but except to the omission so to deliver written notice to extent that the indemnifying party will not relieve it of any liability that it may have is prejudiced in its ability to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any defend such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyaction.

Procedures. Promptly (a) A party seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by an indemnified party under this Section 2.7 such Indemnified Party of notice of the commencement 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 not release the Indemnifying Party from any of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party its obligations under this Section 2.7, deliver Article VI except to the indemnifying party a written notice of extent that the commencement thereof and the indemnifying party Indemnifying Party is materially prejudiced by such failure. (b) The Indemnifying Party shall have the right to participate inright, and, upon written notice to the extent Indemnified Party within 15 days of receipt of a Claim Notice from the indemnifying party so desires, jointly with any other indemnifying party similarly noticedIndemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel mutually selected by the Indemnifying Party and reasonably satisfactory to the parties; providedIndemnified Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of and to settle such Third Party Claim, howeverthe 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, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the Indemnified Party shall have the right to retain one employ separate counselcounsel and to participate in the defense thereof, with but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized 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, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. (c) If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (d) If the Indemnifying Party does not assume the defense of any Third Party Claim, the Indemnifying Party shall, at the Indemnifying Party’s expense, be entitled to participate with the Indemnified Party in the defense the Third Party Claim, and the Indemnified Party shall use commercially reasonable efforts make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of any Third Party Claim, the Indemnified Party shall not, without the prior written consent of the Indemnifying Party (such consent not to be paid by unreasonably withheld, conditioned or delayed), enter into any settlement or compromise or consent to the indemnifying partyentry of any judgment with respect to such Third Party Claim. (e) An Indemnified Party seeking indemnification in respect of, if representation 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 by Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the counsel retained by Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the indemnifying party would be inappropriate due to actual or potential differing interests between Indemnifying Party with such indemnified party and any other party represented by such counsel in such proceedinginformation 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 indemnifying party within a terms of this Agreement and the Indemnifying Party is unable to remedy the Direct Claim to the reasonable time satisfaction of the commencement 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 such actionamounts then held in the Indemnity Escrow Fund, if prejudicial applicable, that are available for satisfaction of such Direct Claim) or the Indemnifying Party (to its ability to defend such action, shall relieve such indemnifying party the extent of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will amounts not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, then held in the defense Indemnity Escrow Fund, if applicable, that are available for satisfaction of any such claim or litigationDirect Claim) of the amount of actual Losses in connection therewith, shall, except with within five Business Days of the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof date when 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 indemnity agreements contained remedy period set forth in this Section 2.7 shall not apply to amounts paid in settlement of any loss6.3(f) has expired or, claimif later, damage, liability or action if such settlement the date on which a disputed Direct Claim is effected without the consent of the indemnifying partyfinally resolved.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 Any Indemnified Party seeking indemnification hereunder shall give to Tribune a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claims for indemnification hereunder and shall include in such Claim Notice (if then known) the amount or the method of notice computation of the commencement amount of such claim; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; and provided further, that failure to give such notice shall not relieve Tribune of its obligations hereunder except to the extent it shall have been prejudiced by such failure. Tribune shall have thirty days after the giving of any Claim Notice pursuant hereto to (including any governmental actioni) agree to the amount or method of determination set forth in the Claim Notice and to pay such amount to such Indemnified Party in immediately available funds or (ii) to provide such Indemnified Party with notice that it disagrees with the amount or method of determination set forth in the Claim Notice (the “Dispute Notice”). Within fifteen days after the giving of the Dispute Notice, a representative of Tribune and such indemnified Indemnified Party shall negotiate in a bona fide attempt to resolve the matter. In the event that the controversy is not resolved within thirty days of the giving of the Dispute Notice, the parties shall proceed to binding arbitration pursuant to the following procedures: (1) Any party will, if a claim may send another party written notice identifying the matter in respect thereof is to be made against any indemnifying party under dispute and invoking the procedures of this Section 2.74.4(b). Within 14 days, deliver to each party involved in the indemnifying party dispute shall meet at a mutually agreed location in Denver, Colorado, for the purpose of determining whether they can resolve the dispute themselves by written notice of the commencement thereof and the indemnifying party shall have the right to participate inagreement, and, if not, whether they can agree upon a third-party arbitrator to whom to submit the matter in dispute for final and binding arbitration. (2) If such parties fail to resolve the dispute by written agreement or agree on the arbitrator within said 14-day period, any such party may make written application to the extent American Arbitration Association (“AAA”) for the indemnifying appointment of a panel of three arbitrators (collectively, the “Arbitrator”) to resolve the dispute by arbitration. At the request of AAA the parties involved in the dispute shall meet with AAA at its offices within ten calendar days of such request to discuss the dispute and the qualifications and experience which each party so desires, jointly with any other indemnifying party similarly noticed, to assume respectively believes the defense thereof with counsel mutually satisfactory to the partiesArbitrator should have; provided, however, that the selection of the Arbitrator shall be the exclusive decision of AAA and shall be made within 30 days of the written application to AAA. (3) Within 120 days of the selection of the Arbitrator, the parties involved in the dispute shall meet in Denver, Colorado with such Arbitrator at a place and time designated by such Arbitrator after consultation with such parties and present their respective positions on the dispute. The arbitration proceeding shall be held in accordance with the rules for commercial arbitration of the AAA in effect on the date of the initial request for appointment of the Arbitrator, that gave rise to the dispute to be arbitrated (as such rules are modified by the terms of this Agreement or may be further modified by mutual agreement of the parties). Each party shall have no longer than five days to present its position, the entire proceedings before the Arbitrator shall be no more than ten consecutive days, and the decision of the Arbitrator shall be made in writing no more than 30 days following the end of the proceeding. Such an indemnified award shall be a final and binding determination of the dispute and shall be fully enforceable as an arbitration decision in any court having jurisdiction and venue over such parties. The prevailing party (together with all other indemnified parties which may be represented without conflict as determined by one counselthe Arbitrator) shall have in addition be awarded by the right to retain one separate counsel, with the reasonable Arbitrator such party’s own attorneys’ fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in connection with such proceeding. The failure to deliver written notice to the indemnifying non-prevailing party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include (as an unconditional term thereof the giving determined by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 Arbitrator) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without pay the consent of the indemnifying partyArbitrator’s fees and expenses.

Procedures. Promptly You shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notice shall be given as soon as practicable after receipt by an indemnified party under this Section 2.7 you know of notice such claim and shall apprise the Company of the commencement nature of any action (including any governmental action), such indemnified party will, if a the claim in respect thereof and the date on which the claim is requested to be made against any indemnifying party under this Section 2.7, deliver paid. You agree not to pay the indemnifying party a written notice claim until the expiration of the commencement thereof and thirty-day period following the indemnifying party shall have date on which you notify the right to participate inCompany, and, to or such shorter period ending on the extent date the indemnifying party so desires, jointly Taxes with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim are due (the "NOTICE PERIOD"). If the Company notifies you in writing prior to the expiration of the Notice Period that it desires to contest the claim, you shall: (i) give the Company any information reasonably requested by the Company relating to the claim, (ii) take such action in connection with the claim as the Company may reasonably request, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably acceptable to you, (iii) cooperate with the Company in good faith in contesting the claim, and (iv) permit the Company to participate in any proceedings relating to the claim. You shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or litigationforgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim. If requested by the Company, you agree either to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner and to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; PROVIDED, HOWEVER, that, if the Company directs you to pay such claim and pursue a refund, the Company shall advance the amount of such payment to you on an after-tax and interest-free basis (the "ADVANCE"). The indemnity agreements contained Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and you shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify you in this Section 2.7 shall not apply writing prior to amounts paid in settlement the end of any loss, the Notice Period of its desire to contest the claim, damage, liability or action if such settlement is effected without the consent Company shall pay to you an additional Gross-Up Payment in respect of the indemnifying partyexcess parachute payments that are the subject of the claim, and you agree to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Procedures. Promptly Each time PubCo delivers an applicable Schedule to the TRA Holder Representatives under this Agreement, including any Amended Schedule, PubCo shall also: (x) deliver supporting schedules and work papers reasonably requested by a TRA Holder Representative that are reasonably necessary in order to understand the calculations that were relevant for purposes of preparing the Schedule; and (y) allow the TRA Holder Representatives and their advisors to have reasonable access to the appropriate representatives, as determined by PubCo or as reasonably requested by a TRA Holder Representative, at PubCo in connection with a review of such Schedule. Without limiting the generality of the preceding sentence, PubCo shall ensure that any Tax Benefit Schedule that is delivered to the TRA Holder Representatives provides a reasonably detailed presentation of the calculation of the Actual Tax Liability (the “with” calculation) and the Hypothetical Tax Liability of the Corporation (the “without” calculation), and identifies any material assumptions or operating procedures or principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall become final and binding on the Parties thirty (30) calendar days from the date on which the TRA Holder Representatives first received the applicable Schedule or amendment thereto unless any TRA Holder Representative: (i) within thirty (30) calendar days after receiving the applicable Schedule or amendment thereto, provides PubCo with written notice of a material objection to such Schedule that is made in good faith and that sets forth in reasonable detail the TRA Holder Representative’s material objection (an “Objection Notice”) or (ii) provides a written waiver of its right to deliver an Objection Notice within the time period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver from the TRA Holder Representatives is received by PubCo. If PubCo and the relevant TRA Holder Representative, for any reason, are unable to successfully resolve the issues raised in the Objection Notice within thirty (30) calendar days after receipt by an indemnified party under this Section 2.7 of notice PubCo of the commencement of any action (including any governmental action)Objection Notice, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof PubCo and the indemnifying party relevant TRA Holder Representative shall have employ the right to participate in, and, to reconciliation procedures as described in Section 7.9 of this Agreement (the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party“Reconciliation Procedures”).

Procedures. Promptly after receipt by an indemnified party (a) A Person seeking indemnification (the “Indemnified Party”) under this Section 2.7 of 7.1 shall give prompt written notice to the other Person or Persons against which indemnification may be sought hereunder (such Person or Persons being referred to herein as the “Indemnifying Party”) of the commencement assertion of any action (including any governmental action), such indemnified party will, if a claim in respect of which indemnity may be sought hereunder. Such notice 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 of material relevance in connection with the Loss for which indemnification is sought. (b) The Indemnifying Party may assume, at the Indemnifying Party’s sole cost and expense, the defense of any Claim for which indemnity is sought hereunder by giving written notice thereof is to be made against the Indemnified Party within thirty (30) calendar days after the Indemnifying Party’s receipt of a notice provided pursuant to Section 7.2(a). Upon assuming the defense of a Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Claim any indemnifying party under this Section 2.7legal counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. In the event the Indemnifying Party assumes the defense of a Claim, the Indemnified Party shall immediately deliver to the indemnifying party Indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party in connection with the Claim. Should the Indemnifying Party assume the defense of a written notice 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 commencement thereof and Claim other than reasonable costs of investigation. (c) Without limiting Section 7.2(b), the indemnifying party Indemnified Party shall have the right be entitled to participate in, andbut not control, the defense of the related Claim and to employ counsel of its choice for such purpose. However, such employment shall be at the extent Indemnified Party’s own expense unless (i) the indemnifying party so desiresemployment thereof has been specifically authorized by the Indemnifying Party in writing, jointly with any other indemnifying party similarly noticed, (ii) the Indemnifying Party has failed to assume the defense thereof 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 mutually satisfactory of both the Indemnified Party and the Indemnifying Party under Applicable Laws, ethical rules or equitable principles. (d) With respect to any Claim, the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) Indemnifying Party shall have the sole right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice consent to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which 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 include 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 thereof, the giving by the claimant Indemnifying Party or plaintiff to such indemnified party any other Person, as applicable, of a full and unconditional release of the Indemnified Party from all liability in with respect to the matters that are subject to such claim or litigationClaim. The indemnity agreements contained Except as set forth in this Section 2.7 7.2(d), the Indemnifying Party shall not apply consent to amounts paid in settlement the entry of any lossjudgment or enter into any settlement with respect to any Claim without the prior written consent of the Indemnified Party, claimsuch consent not to be unreasonably withheld. (e) Regardless of whether the Indemnifying Party chooses to defend any Claim in respect of which indemnity is sought hereunder, damagethe Indemnified Party shall, liability and shall cause each of its indemnitees to, cooperate in the defense or action if prosecution thereof and shall furnish such settlement is effected records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim and making the Indemnified Party and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. (f) If the Indemnifying Party denies or fails to timely admit any of its obligations under this Article VII regarding a Claim or fails to assume and diligently conduct the defense of any such Claim or indemnify and hold harmless the Indemnified Party with respect to any Losses arising out of such Claim throughout the period that such claim exists, then the Indemnifying Party’s right to defend that Claim shall terminate and the Indemnified Party may 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 obligation to obtain the consent of the indemnifying partyIndemnifying Party. Additionally, the Indemnifying Party will be obligated 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. Promptly after receipt by If (i) any Event of Breach occurs or is alleged and a UAG Indemnified Party asserts that the Stockholders have become obligated to a UAG Indemnified Party pursuant to Section 9.1, or if any Stockholders Third Party Claim is begun, made or instituted as a result of which the Stockholders or the Companies may become obligated to a UAG Indemnified Party hereunder, or (ii) a UAG Event of Breach occurs or is alleged and a Stockholders Indemnified Party asserts that UAG has become obligated to a Stockholders Indemnified Party pursuant to Section 9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of which UAG may become obligated to a Stockholders Indemnified Party hereunder (for purposes of this Article 9, any UAG Indemnified Party and any Stockholders Indemnified Party is sometimes referred to as an indemnified "Indemnified Party" and each party having an indemnity obligation under this Section 2.7 of notice of Article 9 is sometimes referred to as an "Indemnifying Party," and any UAG Third Party Claim and any Stockholders Third Party Claim is sometimes referred to as a "Third Party Claim," in each case as the commencement of any action (including any governmental actioncontext so requires), such indemnified party willIndemnified Party shall give reasonably prompt written notice to the Indemnifying Party stating the basis of the Indemnifying Party's obligation to provide indemnification to the Indemnified Party under this Article 9 and setting forth in reasonable detail the facts, if to the extent then available, concerning the Event of Breach, UAG Event of Breach or Third Party Claim, as the case may be, and the basis upon which the Indemnified Party is claiming indemnification. Subject to Sections 9.1(b)(i) and 9.2(b)(i), a failure or delay by an Indemnified Party to give a reasonably prompt notice of any claim in for indemnification shall not release an Indemnifying Party's obligations with respect thereof is to be made the claim, except to the extent that the Indemnifying Party can demonstrate actual loss as a result of such failure or delay. If such notice relates to a Third Party Claim, each Indemnifying Party, jointly and severally, agrees to defend such Indemnified Party against any indemnifying party under this Section 2.7such Third Party Claim at its sole cost and expense. Such Indemnified Party shall have the right, deliver but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party to the indemnifying party a written notice of extent reasonably possible. If the commencement thereof and the indemnifying party Indemnifying Party fails timely to defend against such Third Party Claim, such Indemnified Party shall have the right to participate indo so, andincluding, to the extent the indemnifying party so desireswithout limitation, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counselmake any compromise or settlement thereof, with and such Indemnified Party shall be entitled to recover the entire Cost thereof from the Indemnifying Party, including, without limitation, reasonable fees attorneys' fees, disbursements and expenses amounts paid (or of which such Indemnified Party has become obligated to be paid pay) as the result of such Third Party Claim. Failure by the indemnifying party, if representation Indemnifying Party to notify such Indemnified Party of its or their election to defend any such indemnified party Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the counsel retained by the indemnifying party would be inappropriate due to actual Indemnifying Party of its or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability their right to defend such actionThird Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partynot, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partyThird Party Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party which shall not be unreasonably withheld. In addition, the Indemnifying Party shall not enter into any settlement of any Third Party Claim except with the written consent of such Indemnified Party, which consent shall not be unreasonably withheld, that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party of Indemnified Party a full release from all liability in respect to of such claim or litigationThird Party Claim. The indemnity agreements contained in this Section 2.7 Notwithstanding the foregoing, the Indemnifying Party shall not apply be entitled to amounts paid control (but shall be entitled to participate at its or their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any lossThird Party Claim to the extent the Third Party Claim seeks an order, claiminjunction or other equitable relief against the Indemnified Party which, damageif successful, liability could materially interfere with the business, operations, assets, condition (financial or action if such settlement is effected without the consent otherwise) or prospects of the indemnifying partyIndemnified Party.

Procedures. Promptly after receipt by an indemnified 14.1.4.1 In the event that any party under hereto reasonably believes that such person has a Claim for damages hereunder for which it will seek indemnity pursuant to this Section 2.7 of notice of the commencement of any action (including any governmental action)14, such party (the “indemnified party will, if party”) shall give written notice thereof (a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver “Claim Notice”) to the indemnifying party (the “indemnifying party”) within five (5) Business Days after obtaining knowledge thereof, stating the nature and basis of such Claim for indemnification and the amount thereof, in reasonable detail. Failure to provide such Claim Notice within such five (5) Business Day period shall not act as a written notice waiver of the commencement thereof indemnified party’s rights with respect to such Claim for indemnification unless, and only to the extent that, such failure materially adversely affects the indemnifying party’s ability to defend against, reduce or eliminate damages arising out of such Claim. 14.1.4.2 In the event of any claim, litigation, investigation or proceeding by or with any third party, the indemnified party shall keep the indemnifying party informed and, unless the indemnifying party exercises the right of control set forth in this Section 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 defense reasonably suggested by the indemnifying party or its counsel. The indemnifying party shall have the right to participate inin such third party claim or litigation by counsel and accountants, at its own expense, and, upon notice to the extent indemnified party (which must be given by the indemnifying party so desireswithin thirty (30) days after its receipt of notice from the indemnified party pursuant to Section 14.1.4.1 hereof), jointly to assume and control, at its own expense, the defense or prosecution thereof, as the case may be, with any other counsel approved by the indemnified party (which approval shall not be unreasonably withheld or delayed), unless (A) the assumption or control of such defense or prosecution by the indemnified party has been authorized in writing by the indemnifying party, (B) the indemnified party has reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party similarly noticed(in which case the indemnifying party will not have the right to direct, assume or control the defense or prosecution of such action on behalf of the indemnified party) or (C) the indemnifying party has not in fact employed counsel to assume the defense thereof with counsel mutually satisfactory to or prosecution of such action promptly after receiving notice of the parties; providedcommencement thereof, however, that an indemnified party (together with all other indemnified parties in each of which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with cases the reasonable fees and expenses to of counsel will be paid by the indemnifying party, if representation 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 by in connection with such claim, litigation, investigation or proceeding (other than the counsel retained reasonable out-of-pocket costs and attorneys’ fees of investigation and cooperation with the indemnifying party that may be requested by the indemnifying party would be inappropriate due to actual in such defense or potential differing interests between such prosecution and as contemplated in Section 14.1.4.3 hereof) but the indemnifying party shall thereafter indemnify and hold the indemnified party and any other party represented by its affiliates harmless from and against all damages with respect to such counsel claim, litigation, investigation or proceeding in such proceeding. accordance with the terms of this Agreement. 14.1.4.3 The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7shall have the right to participate, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyand cooperate, in the defense of a Claim for which the indemnifying party has assumed control pursuant to Section 14.1.4.2 hereof and may retain separate co-counsel at its sole cost and expense (except that the indemnifying party shall 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 or settlement of any claim, litigation, shall, except with investigation or proceeding which might give rise to a right of indemnification from the indemnifying party without the consent of each indemnified such indemnifying party, which consent shall not be unreasonably withheld or delayed; provided that the indemnified party may do so without such consent if it elects to waive its right of indemnification with respect to the amount of such settlement in connection with such claim, litigation, investigation or proceeding or the indemnifying party refuses to acknowledge liability for indemnification under this Agreement and/or fails to or declines to defend the indemnified party in such claim, litigation or proceeding. The indemnifying party shall not consent to the entry of any judgment with respect to the matter, or enter into any settlement settlement, which does not include as an unconditional term thereof a provision whereby the giving by plaintiff or claimant in the claimant or plaintiff to such matter releases the indemnified party of a release from all liability in with respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any lossthereto, claim, damage, liability or action if such settlement is effected without the prior written consent of the indemnifying indemnified party, which consent shall not be unreasonably withheld or delayed.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver i) Subject to the indemnifying party proviso to clause (a) above, the Borrower may from time to time solicit Discounted Prepayment Offers in the form of a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict Discounted Prepayment Offer Solicitation by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written providing notice to the indemnifying party within applicable Administrative Agent at least three (3) Business Days (unless a reasonable time shorter notice period is agreed to by such Administrative Agent in its sole discretion) in advance of the commencement proposed Discounted Prepayment Offer Solicitation; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of Term Loans subject to a discounted prepayment offer solicitation in accordance with clause (iv) below (the “Target Discounted Prepayment Amount”), the Class or Classes of Term Loans subject to such offer and the maximum prepayment price (expressed as a percentage of principal amount) of each relevant Class of Term Loans at which the Borrower is willing to prepay such Term Loans (the “Maximum Prepayment Price”) (it being understood that different Maximum Prepayment Prices and Target Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each offer will be treated as a separate offer pursuant to the terms of this Section 2.16), (III) the Target Discounted Prepayment Amount shall be in an aggregate amount not less than $25,000,000 and whole increments of $1,000,000 in excess thereof (or the remaining outstanding amount of such Class of Term Loans) and (IV) subject to clause (h) below, each such solicitation by the Borrower shall remain outstanding through the Discounted Prepayment Response Date. Each applicable Administrative Agent will promptly provide each Lender holding the applicable Class of Term Loans with a copy of such Discounted Prepayment Offer Solicitation and a form of the Discounted Prepayment Offer to be submitted by a responding Lender to the applicable Administrative Agent no later than the Discounted Prepayment Response Date. Except in the case of any amendment or modification of a Discounted Prepayment Offer Solicitation as set forth in Section 2.16(h) below, each Lender’s Discounted Prepayment Offer shall be irrevocable and shall specify a minimum prepayment price (expressed as a percentage of principal amount), which shall be at or below the Maximum Prepayment Price (the “Submitted Prepayment Price”) at which such actionLender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable Class and the maximum aggregate principal amount and Class of such Lender’s Term Loans subject to a discounted prepayment offer in accordance with clause (d) below (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Prepayment Price. Each Lender may only submit one Discounted Prepayment Offer, but each Discounted Prepayment Offer may contain up to three offers, with each such offer specifying a Submitted Prepayment Price for the applicable Class or Classes of Term Loans and a corresponding Submitted Amount therefor (each such offer, a “Tiered Offer”), only one of which may result in a Qualifying Offer. Any Lender whose Discounted Prepayment Offer is not received by the Administrative Agent by the Discounted Prepayment Response Date shall be deemed to have declined to make a Discounted Prepayment Offer and to have declined to accept a Discounted Prepayment of any of its Term Loans at any prepayment price at or below the Maximum Prepayment Price. (ii) The applicable Administrative Agent shall promptly, following a request by the Borrower, advise the Borrower and, in any event, no later than the first Business Day following a Discounted Prepayment Response Date, of all Discounted Prepayment Offers. The applicable Administrative Agent shall review all Discounted Prepayment Offers received at or before the applicable Discounted Prepayment Response Date and shall determine (subject to the approval of the Borrower and subject to the rounding requirements of the applicable Administrative Agent made in its reasonable discretion) the Clearing Prepayment Price and the Class(es) of Term Loans to be prepaid at such Clearing Prepayment Price in accordance with this Section 2.16. As used herein, the “Clearing Prepayment Price” shall be the lowest prepayment price at or below the Maximum Prepayment Price that yields a Discounted Prepayment in an aggregate principal amount equal to the lower of (x) the Target Discounted Prepayment Amount and (y) the sum of all Submitted Amounts. Each Lender that has submitted a Discounted Prepayment Offer to accept prepayment at a prepayment price that is at or below the Clearing Prepayment Price with respect to one or more Classes of Term Loans (each, a “Qualifying Offer”) shall be deemed to have irrevocably consented to the prepayment of such Class or Classes or Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (iii)) at the Clearing Prepayment Price (each such Lender, a “Participating Lender”). If a Participating Lender has submitted a Discounted Prepayment Offer containing Tiered Offers for the applicable Class or Classes of Term Loans at different Submitted Prepayment Prices, only the Tiered Offer with the highest Submitted Prepayment Price that is equal to or less than the Clearing Prepayment Price will be deemed to be the Discounted Prepayment Offer of such Participating Lender. (iii) Subject to clause (h) below, if prejudicial to its ability to defend there is at least one Participating Lender, the Borrower will prepay the Submitted Amount of the applicable Class(es) of each Participating Lender at the Clearing Prepayment Price for such actionClass(es); provided that if the Submitted Amount by all Participating Lenders offered at a prepayment price at or below the Clearing Prepayment Price exceeds the Target Discounted Prepayment Amount for the applicable Class(es), shall relieve such indemnifying party prepayment of any liability the principal amount of the relevant Class(es) of Term Loans for those Participating Lenders whose Submitted Prepayment Price is equal to the indemnified party under this Section 2.7Clearing Prepayment Price (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender for such Class, but and the omission so applicable Administrative Agent (subject to deliver written the approval of the Borrower and subject to rounding requirements of the applicable Administrative Agent made in its reasonable discretion) will calculate such proration (the “Discounted Prepayment Proration”). Unless a Discounted Prepayment Offer Solicitation is withdrawn in accordance with clause (h) below, promptly, and in any case within five (5) Business Days following the Discounted Prepayment Response Date, (I) the Borrower shall notify the applicable Administrative Agent of the Discounted Prepayment Effective Date, (II) such Administrative Agent shall notify each Lender of the Discounted Prepayment Effective Date, the Clearing Prepayment Price for each Class of Term Loans, and the aggregate principal amount of the Discounted Prepayment and each Class of Term Loans to be prepaid at the Clearing Prepayment Price on such date (the “Clearing Prepayment Price Notice”), and (III) such Administrative Agent shall notify each Participating Lender of the aggregate principal amount of each Class of Term Loans of such Lender to be prepaid at the Clearing Prepayment Price on such date. Each determination by the Borrower of the amounts stated in the foregoing notices to the Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving Lenders shall be due and payable by the claimant or plaintiff Borrower on the Discounted Prepayment Effective Date in accordance with clause (d) below (subject to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyclause (h) below).

Procedures. Promptly Should Tenant desire to enter into an Assignment for which Landlord’s consent is required, Tenant shall request, in writing, Landlord’s consent to the proposed Assignment at least fifteen (15) days before the intended effective date of the proposed Assignment, which request shall include the following: (a) a copy of the proposed Assignment agreement, (b) reasonable evidence of the financial condition, operating history and management of the Assignee, and the Assignee’s intended use for the Premises (including its proposed Operations Plan), and (c) any information relevant to the proposed Assignment that Landlord may reasonably request. Within ten (10) business days after receipt by an indemnified party under this Section 2.7 of notice Tenant’s request for consent to the proposed Assignment together with all of the commencement of any action above-required information (including any governmental actionfollow-up information reasonably requested by Landlord), Landlord shall respond in writing by either: (i) consenting to the proposed Assignment; or (ii) refusing to consent to the proposed Assignment and citing the specific reason(s) for such indemnified refusal. If Landlord fails to respond within such 10-business day period, Tenant may give Landlord a notice that expressly states the following in all capital letters: “URGENT NOTICE TO LANDLORD. IF YOU FAIL TO DISAPPROVE OF THE REQUESTED ASSIGNMENT DESCRIBED BELOW WITHIN THREE BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, YOUR FAILURE WILL BE DEEMED CONSENT TO THE DESCRIBED ASSIGNMENT.” Landlord’s failure to respond within such 3-business day period to Tenant’s second request for the proposed Assignment shall be deemed Landlord’s consent thereto. Landlord will not be liable in damages to Tenant or to any proposed subtenant, assignee or other transferee if such consent is adjudicated to have been unreasonably withheld, in which case Tenant’s sole remedies are (i) to have the proposed Transfer declared valid as if Landlord’s consent had been given (in which case Tenant will be entitled to reasonable attorney’s fees if Tenant is the prevailing party willin such litigation) and Landlord agrees and consents to such relief being obtainable via ex parte application or (ii) monetary damages if Tenant establishes that Landlord’s consent was withheld in bad faith. Tenant irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all rent and other amounts from any Assignment, and Landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and other amounts and apply them toward Tenant’s obligations under this Lease; except that, unless and until Tenant receives notice from Landlord to the contrary, Tenant may collect such rent and other amounts. Tenant shall promptly reimburse Landlord for Landlord’s reasonable costs of reviewing, consenting to, rejecting or consummating any proposed Transfer, including reasonable attorneys’ fees. Tenant shall promptly pay to Landlord one-half of all rents and other consideration, of whatever nature, payable by the proposed transferee (or receivable by Tenant) pursuant to any Assignment (net of Tenant’s out-of-pocket leasing commission, legal fees, marketing costs, improvement costs and any similar cost items incurred in connection with the Assignment), that exceeds (1) if a claim in respect thereof sublease of a portion of the Premises, the portion of the Monthly Rental and Additional Rent that is to be made against any indemnifying party under this Section 2.7, deliver allocable to the indemnifying party a written notice portion of the commencement thereof Premises subleased (such allocation based on the area of the portion subleased), or (2) if any other Assignment, the Monthly Rental and the indemnifying party shall have the right to participate in, and, Additional Rent attributable to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyPremises.

Procedures. Promptly 12.2.1 In the event that any officer or registered agent of Indemnitee receives actual notice of any written claim by a Third Party giving rise to a right of indemnification of such Indemnitee hereunder, the Indemnitee shall, within sixty (60) days after receipt by an indemnified party under this Section 2.7 of such notice, give written notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written Indemnitor setting forth the facts and circumstances giving rise to such claim for indemnification and shall tender the defense of such claim to the Indemnitor. If the Indemnitee fails to give such notice of and tender such defense within such 60-day period, the commencement thereof and the indemnifying party Indemnitee shall have the right be solely responsible for any Loss with respect to participate in, and, such claim to the extent the indemnifying party so desires, jointly Loss is attributable to such failure; but failure to give such notice and tender such defense within such 60-day period shall not result in a forfeiture or waiver of any rights to indemnification for any Loss with any other indemnifying party similarly noticed, respect to assume the defense thereof with counsel mutually satisfactory such claim to the parties; providedextent the Loss is not attributable to such failure. 12.2.2 The Indemnitor shall be solely responsible for selecting the attorneys to defend any matter subject to indemnification and/or taking all actions necessary or appropriate to resolve, howeverdefend, that an indemnified party (together and/or settle such matters, and shall be entitled to contest, on its own behalf and on the Indemnitee’s behalf, the existence or amount of any obligation, cost, expense, debt or liability giving rise to such claim. The Indemnitor shall keep the Indemnitee fully and timely informed as to actions taken on such matters. The Indemnitee shall cooperate fully with all other indemnified parties which may be represented without conflict by one counsel) the Indemnitor and its counsel and shall provide them reasonable access to the Indemnitee’s employees, consultants, agents, attorneys, accountants, and files to the extent necessary or appropriate to defend or resolve the matter, the Indemnitor reimbursing the Indemnitee with respect to the cost of any such access. The Indemnitee shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7right, but not the omission so duty, to deliver written notice to the indemnifying party will not relieve it participate with attorneys of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyits own choosing, at its own expense, in the defense of any such claim or litigationLoss for which the Indemnitor is obligated to defend and indemnify it, shalland to approve any settlement that affects it, except with without relieving the consent of each indemnified party, consent to entry Indemnitor of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyobligations hereunder.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of In case any action proceeding (including any governmental action)investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either Section 2.5(a) or 2.5(b) above, such Person (the "INDEMNIFIED PARTY") shall promptly notify the Person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and, unless in such indemnified party willparty's reasonable judgment a conflict of interest between such indemnified and indemnifying parties exists with respect to such proceeding, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to shall permit the indemnifying party a written notice to assume the defense of such proceeding with counsel reasonably satisfactory to the commencement thereof indemnified party and the indemnifying party shall have pay the right fees and disbursements of such counsel related to participate insuch proceeding. It is understood that if an indemnifying party does not assume the defense of a proceeding, andsuch indemnifying party shall not, in connection with such proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for (i) the extent Company, its directors, its officers who signed the applicable Registration Statement and each Person, if any, who controls the Company or (ii) all Holders and all Persons, if any, who control any Holders, as the case may be, and that all such fees and expenses shall be reimbursed as they are incurred. In such case involving Holders and such Persons who control Holders, such firm shall be designated in writing by the Holders of a majority of the Registrable Securities involved in such case. The indemnified party shall cooperate with the indemnifying party so desires, jointly with any other and shall furnish the indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory all information available to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right relate to retain one separate counsel, with the reasonable fees and expenses to be paid by such action or claim that the indemnifying party may reasonably request. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, if representation effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to on claims that are the subject matter of such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyproceeding.

Procedures. Promptly after receipt The Party seeking indemnification under Section 8.2 or Section 8.3 (the “Indemnified Party”) may make claims for indemnification hereunder by an indemnified party under this Section 2.7 of giving written notice (a “Claim Notice”) to the Party required to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall briefly explain the nature of the commencement of claim and the parties known to be involved, and shall specify the amount thereof to the extent known by the Indemnified Party. Each Indemnifying Party to which a Claim Notice is given shall respond to any action Indemnified Party that has given a Claim Notice (including a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Notice or Claim Response shall be given in accordance with the notice requirements hereunder, and any governmental action)Claim Response shall specify whether or not the Indemnifying Party giving the Claim Response disputes the claim for indemnification described in the Claim Notice and whether it will defend any Third Party Claim specified in such Claim Notice at its own cost and expense. If any Indemnifying Party fails to give a Claim Response within the Response Period, such indemnified party willIndemnifying Party shall be deemed to have disputed the claim for indemnification described in the related Claim Notice and to have elected not to defend any Third Party Claim specified in such Claim Notice. The aforesaid election or deemed election by the Indemnifying Party not to assume the defense of the Indemnified Party with respect to any Third Party Claim specified in such Claim Notice, if a claim in respect thereof is to however, shall, except as contemplated by the following proviso, be made against any indemnifying party under this Section 2.7, deliver subject to the indemnifying party a written notice right of the commencement thereof and Indemnifying Party to subsequently assume the indemnifying party defense of the Indemnified Party with respect to any such Third Party Claim at any time prior to settlement or final determination thereof; provided that the Indemnifying Party shall not have the right to participate in, and, so assume the defense of the Indemnified Party with respect to any Third Party Claim which the Indemnifying Party has (or is deemed to have) previously elected not to defend to the extent that the indemnifying party so desiresIndemnified Party would be prejudiced as a result of such assumption. If an Indemnifying Party then or thereafter elects, jointly with any other indemnifying party similarly noticedpursuant to the foregoing, to assume the defense thereof of an Indemnified Party with counsel mutually satisfactory respect to a Third Party Claim specified in such Claim Notice, then, without limiting any action the parties; providedIndemnifying Party may have on account of actual fraud, however, that an indemnified party (together with all other indemnified parties which may the Indemnifying Party shall not be represented without conflict by one counsel) shall have entitled to recover from the right to retain one separate counsel, with Indemnified Party the reasonable fees costs and expenses to be paid incurred by the indemnifying partyIndemnifying Party in providing such defense, if representation of such indemnified party by whether or not the counsel retained by Indemnifying Party disputes or is deemed to have disputed the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, claim for indemnification described in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyrelated Claim Notice.

Procedures. Promptly after receipt by an indemnified (a) Any party seeking indemnification under this Section 2.7 of notice of Article XI (an “Indemnified Person”) shall notify the commencement party from whom indemnification is being sought (an “Indemnifying Person”) in writing of any action facts or circumstances (including any governmental actionaction against such Indemnified Person) in respect of which any Indemnifying Person is or may be obligated to provide indemnification hereunder promptly after the receipt of notice or knowledge thereof. Such notice shall set forth in reasonable detail the facts and circumstances giving rise to such claim, the basis for indemnification and the good faith estimated amount of Losses for which indemnification is sought. The failure of any Indemnified Person to notify any Indemnifying Person shall not relieve any Indemnifying Person from any Liability which it may have to such Indemnified Person under this Article XI, unless and to the extent the failure to so notify materially prejudices the Indemnifying Person. If the Indemnifying Person has timely disputed its indemnity obligation for any Losses with respect to such claim, the Parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations within thirty (30) days after delivery of the notice by the Indemnifying Person, such dispute shall be resolved by arbitration pursuant to Section 13.4. (b) In the case of any claim for indemnification under this Article XI that involves a third party (a “Third Party Claim”), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall Indemnifying Person will have the right to participate in, and, to the extent the indemnifying party Indemnifying Person so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof thereof, with counsel mutually reasonably satisfactory to the parties; providedIndemnified Person. However, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall the Indemnified Person will have the right to retain one separate counselcounsel and to participate in the defense thereof at its sole cost and expense, with except that the reasonable documented fees and expenses to of such counsel shall be paid by the indemnifying party, Indemnifying Person if representation of such indemnified party Indemnified Person by the counsel retained by the indemnifying party Indemnifying Person would be be, based on the opinion of counsel, inappropriate due to an actual or potential differing interests conflict of interest between such indemnified party Indemnified Person and any other party represented by such counsel in such proceedingAction. To the extent the Indemnified Person is entitled to indemnification hereunder in such matter, the Indemnifying Person will be responsible for the expenses of such defense even if the Indemnifying Person does not elect to assume such defense. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, Indemnifying Person shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shallnot, except with the consent of each indemnified partythe Indemnified Person (not to be unreasonably withheld, delayed or conditioned), consent to the entry of any judgment or enter into any settlement which does not include as an unconditional a term thereof the giving by unconditional release of the claimant or plaintiff to such indemnified party Indemnified Person of a release from all liability in respect to of such claim Third Party Claim or litigation. The indemnity agreements contained in this Section 2.7 Indemnified Person shall not apply settle or compromise, or offer to amounts paid in settlement of settle or compromise any loss, claim, damage, liability or action if such settlement is effected Third Party Claim without the prior written consent of the indemnifying partyIndemnifying Person (not to be unreasonably withheld, delayed or conditioned). 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. (c) As soon as a claim is ascertained in accordance with this Section 10.5, the Indemnified Person may, at its sole discretion by written notice to any Seller, such Indemnifying Person shall reimburse the Indemnified Person for, with five (5) business days of such claim, any expenses paid or incurred by the Indemnified Person.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of If any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to shall be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the commencement thereof and Lessee may have an indemnity obligation pursuant to this Section, or if any Tax Indemnitee shall determine that any Taxes as to which the indemnifying party Lessee may have an indemnity obligation pursuant to this Section may be payable, such Tax Indemnitee shall have promptly notify the right Lessee. The Lessee shall be entitled, at its expense, to participate in, and, in and to the extent that the indemnifying party so desiresLessee desires to, jointly with any other indemnifying party similarly noticed, to assume and control the defense thereof with counsel mutually satisfactory to the partiesthereof; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the Lessee shall have acknowledged in writing if the right contest is unsuccessful its obligation to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation fully indemnify such Tax Indemnitee in respect of such indemnified party by action, suit or proceeding; and provided, further, that the counsel retained by Lessee shall not be entitled to assume and control the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the Lessee) if prejudicial and to its ability to defend the extent that (A) in the reasonable opinion of such Tax Indemnitee, such action, shall relieve suit or proceeding involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such indemnifying party Tax Indemnitee or will involve a material risk of the sale, forfeiture or loss, or the creation, of any liability Lien (other than a Permitted Lien) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnities in respect to such risk, (B) such proceeding involves Claims not fully indemnified party under this Section 2.7by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified Claim(s), but the omission so to deliver written notice (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the indemnifying party will not relieve it transactions contemplated by the Operative Documents and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability that it may have of the Tax Indemnitee. With respect to any indemnified party otherwise than under this Section 2.7. No indemnifying partycontests controlled by a Tax Indemnitee, in (i) if such contest relates to the defense federal or any state income tax liability of any such Tax Indemnitee, such Tax Indemnitee shall be required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or litigation(ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, shallan opinion of such counsel to the effect that such appeal is more likely than not to be successful; provided, except however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the consent foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information, documents and testimony reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section. Unless an Event of each indemnified partyDefault shall have occurred and be continuing, consent to entry of any judgment or no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which does is entitled to be indemnified under this Section without the prior written consent of the Lessee, which consent shall not include as an unconditional term thereof the giving by the claimant or plaintiff be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section with respect to such indemnified party Claim. Notwithstanding anything contained herein to the contrary, (i) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of a release from all liability in any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section with respect to such claim or litigation. The indemnity agreements contained (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (ii) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in this Section 2.7 shall not apply to amounts paid law which in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent opinion of the indemnifying partyLessee's counsel creates substantial authority for the success of such contest. Each Tax Indemnitee and the Lessee shall consult in good faith with each other regarding the conduct of such contest controlled by either.

Procedures. Promptly after receipt by an indemnified party (a) Notwithstanding anything to the contrary herein, no Parent Indemnified Party shall be entitled to indemnification under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if Article XII unless it has duly delivered a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within Holder Representative (a reasonable time “Notice of Claim”) before the expiration of the commencement of any applicable Survival Period setting forth: (i) a statement that such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability Parent Indemnified Party believes in good faith that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim there is or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party has been a breach of a release from all liability in respect to such claim representation, warranty, covenant or litigation. The indemnity agreements obligation contained in this Section 2.7 shall not apply Agreement, with reference to amounts paid in settlement of any lossthe specific representation, claimwarranty, damagecovenant or obligation, liability or action if and that such settlement Parent Indemnified Party is effected without the consent entitled to be held harmless and indemnified under this Article XII, (ii) a brief description of the indemnifying partycircumstances supporting such Parent Indemnified Party’s belief that there is or has been such a breach, (iii) a good faith estimate of the aggregate dollar amount of actual and potential Losses for which it is entitled to be indemnified hereunder and that have arisen and may arise as a result of the breach (the “Claimed Amount”) and (iv) in the event of a Third-Party Claim, a copy of such Third-Party Claim (if available) and a description of the basis for such Third-Party Claim. (b) If during the 30-Business Day period commencing upon the receipt by the Holder Representative of a Notice of Claim, the Holder Representative delivers to the Parent Indemnified Party a written response (the “Response Notice”) in which the Holder Representative objects to the payment of some or all of the Claimed Amount to such Parent Indemnified Party, then the Holder Representative and such Parent Indemnified Party shall attempt in good faith to resolve the dispute. (c) If the Holder Representative and Parent Indemnified Party are unable to resolve the dispute during the 30-day period commencing upon the receipt of the Response Notice by the Parent Indemnified Party, then such dispute (and any other disputes relating to the Claimed Amount or the related Indemnification Claim) shall be submitted to, and settled by, arbitration in accordance with the procedures in Section 14.10. (d) Funds shall be released from the Escrow Account only in accordance with the Escrow Agreement.

Procedures. (a) Promptly after receipt by an indemnified party under this Section 2.7 Indemnified Party of written notice of the commencement of any investigation, claim, proceeding or other action in respect of which indemnity may be sought from the Indemnifying Party (including any governmental an “action”), such indemnified party will, if a claim the Indemnified Party shall notify the Indemnifying Party in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice writing of the commencement of such action; but the omission to so notify the Indemnifying Party shall not relieve it from any liability that it may otherwise have to such Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced or forfeits substantive rights or defenses as a result of such failure. In connection with any action in which the Indemnifying Party and any Indemnified Party are parties, the Indemnifying Party shall be entitled to participate therein, and may assume the defense thereof by so notifying the Indemnified Party and agreeing in writing to defend the indemnifying party action with counsel reasonably satisfactory to the Indemnified Party and to be responsible for any judgments or settlements resulting therefrom. If the Indemnifying Party advises the Indemnified Party in writing that it is assuming the defense of such action and responsibility for any judgments or settlements resulting therefrom, notwithstanding the assumption of the defense of any such action by the Indemnifying Party, each Indemnified Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one employ separate counsel, with the reasonable fees at its own expense, and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, participate in the defense of such action. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld), settle or compromise any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such indemnified party of a release Indemnified Party from all liability in liabilities with respect to such claim. As long as the Indemnifying Party is meeting its obligations under this Article IX, the Indemnified parties shall not have the right to settle or compromise any claim including consenting to the entry of any judgment. Each Indemnified Party will be entitled to receive indemnification payments from the Indemnifying Party pursuant to the provisions of Section 9.2 in respect of Damages incurred by such party as and when incurred by such Indemnified Party upon delivery of a notice of such claim from the Indemnified Party to the Indemnifying Party. (b) In the event an Indemnified Party should have a claim for indemnification that does not involve a claim or litigationdemand being asserted by a third party, the Indemnified Party shall promptly send notice of such claim to the party from which indemnification is sought. The indemnity agreements contained If the Indemnifying Party does not dispute such claim within fifteen (15) days, the Indemnifying Party shall pay such claim in this Section 2.7 shall not apply to amounts paid in settlement of any loss, full within fifteen (15) days. If the Indemnifying Party disputes such claim, damage, liability or action if such settlement is effected without the consent dispute shall be resolved by agreement of the indemnifying partyparties or in accordance with Section 10.11.

Procedures. Promptly after receipt by an indemnified party Any Person entitled to indemnification under this Section 2.7 Article II shall, promptly after the receipt of notice of the commencement of any action (including any governmental action), investigation, claim or other proceeding against such indemnified party will, if a claim in respect thereof is to of which indemnity may be made against any sought from an indemnifying party under this Section 2.7Article II, deliver to notify the indemnifying party a written notice in writing of the commencement thereof and thereof. The omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve the indemnifying party from any liability which it may have to such indemnified party under this Article II unless, and only to the extent that, such omission results in the indemnifying party's forfeiture of substantive rights or defenses or the indemnifying party is otherwise irrevocably prejudiced in defending such proceeding. In case any such action, claim or other proceeding shall be brought against any indemnified party for which indemnification is claimed pursuant to Section 2.1, and it shall notify the Company of the commencement thereof, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to the Company; PROVIDED, that any such indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which both the Company, on the one hand, and an indemnified party, on the other hand, is, or is reasonably likely to become, a party, such indemnified party shall have the right to participate inemploy separate counsel at the Company's expense and to control its own defense of such action, andclaim or proceeding if, to (a) the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, Company has failed to assume the defense thereof with and employ counsel mutually satisfactory as provided herein, (b) the Company has agreed in writing to pay such fees and expenses of separate counsel or (c) in the parties; providedreasonable opinion of counsel to such indemnified party, howevera conflict or likely conflict exists between the Company, on the one hand, and such indemnified party, on the other hand, that an indemnified party would make such separate representation advisable; PROVIDED, HOWEVER, that the Company shall not in any event be required to pay the fees and expenses of more than one separate counsel (together with all other indemnified parties which may be represented without conflict and if deemed necessary by one counsel) shall have the right to retain one such separate counsel, with appropriate local counsel who shall report to such separate counsel). The Company shall not, without the reasonable fees and expenses prior written consent of an indemnified party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if such indemnified party is a party thereto or has been actually threatened to be paid by the indemnifying partymade a party thereto) unless such settlement, if representation compromise or consent includes an unconditional release of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual from all liability arising or potential differing interests between that may arise out of such indemnified party and any other party represented by such counsel in such claim, action or proceeding. The failure rights accorded to deliver written notice indemnified parties hereunder shall be in addition to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability rights that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partymay have at common law, in the defense of any such claim by separate agreement or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyotherwise.

Procedures. Promptly Lessee shall pay any Tax indemnifiable hereunder directly to the appropriate taxing authority prior to the date such payment is due. Any amount payable to a Tax Indemnitee pursuant to paragraph (b) or paragraph (d) shall be paid within 30 days after receipt of a written demand therefor from such Tax Indemnitee accompanied by a written statement describing in reasonable detail the basis for such indemnity and the computation of the amount so payable; provided that such amount need not be paid prior to the later of (i) the date which is 3 days prior to the date on which such Taxes are required to be paid or (ii) in the case of amounts which are being contested pursuant to paragraph (h) hereof, the time such contest (including all appeals) is finally resolved. Any amount payable to Lessee pursuant to paragraph (d) or paragraph (f) shall be paid within 30 days after the Tax Indemnitee receives a refund or credit giving rise to a payment under paragraph (d) or paragraph (f), as the case may be, and shall be accompanied by a written statement by the Tax Indemnitee 27 setting forth in reasonable detail the basis for computing the amount of such payment. Within 15 days following Lessee’s receipt of any computation from the Tax Indemnitee, Lessee may request that an indemnified party accounting firm selected by Lessee and reasonably acceptable to the Tax Indemnitee determine whether such computations of the Tax Indemnitee are correct. Such accounting firm shall be requested to make the determination contemplated by this paragraph (g) within 30 days of its selection. In the event such accounting firm shall determine that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The Tax Indemnitee shall cooperate with such accounting firm and supply it with all information necessary to permit it to accomplish such determination, provided that such accounting firm shall have entered into a confidentiality agreement reasonably satisfactory to the Tax Indemnitee. The computations of such accounting firm shall be final, binding and conclusive upon the parties and Lessee shall have no right to inspect the books, records or tax returns of the Tax Indemnitee to verify such computation or for any other purpose. All fees and expenses of the accounting firm payable under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to 21.1(g) shall be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesborne by Lessee; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable such fees and expenses to shall be paid borne by the indemnifying partyTax Indemnitee if the amount determined by such firm is (1) in the case of any amount payable by Lessee, if representation of such indemnified party less than the amount determined by the counsel retained Tax Indemnitee by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party lesser of (a) $25,000 and any other party represented (b) 5% of the amount determined by such counsel firm or (2) in such proceeding. The failure the case of any amount payable to deliver written notice to Lessee, greater than the indemnifying party within a reasonable time amount determined by the Tax Indemnitee by the lesser of (a) $25,000 and (b) 5% of the commencement of any amount determined by such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyfirm.

Procedures. Promptly after receipt by If (i) any Event of Breach occurs or is alleged and a UAG Indemnified Party asserts that the Stockholder, the Company or ▇▇. ▇▇▇▇▇ have become obligated to a UAG Indemnified Party pursuant to Section 9.1, or if any Stockholder Third Party Claim is begun, made or instituted as a result of which the Stockholder, the Company or ▇▇. ▇▇▇▇▇ may become obligated to a UAG Indemnified Party hereunder, or (ii) a UAG Event of Breach occurs or is alleged and a Stockholder Indemnified Party asserts that UAG has become obligated to a Stockholder Indemnified Party pursuant to Section 9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of which UAG may become obligated to a Stockholder Indemnified Party hereunder (for purposes of this Article 9, any UAG Indemnified Party and any Stockholder Indemnified Party is sometimes referred to as an indemnified party under this Section 2.7 of notice of "Indemnified Party" and UAG, Sub, the commencement of Stockholder and ▇▇. ▇▇▇▇▇ are sometimes referred to as an "Indemnifying Party," and any action (including UAG Third Party Claim and any governmental actionStockholder Third Party Claim is sometimes referred to as a "Third Party Claim," in each case as the context so requires), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party Indemnified Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver give written notice to the indemnifying party within a reasonable time Indemnifying Party of its obligation to provide indemnification hereunder, provided that any failure to so notify the commencement of any such action, if prejudicial to its ability to defend such action, Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of them from any liability that it may have to any indemnified party otherwise than the Indemnified Party under this Section 2.7Article 9. No indemnifying partyIf such notice relates to a Third Party Claim, each Indemnifying Party, jointly and severally, agrees to defend, contest or otherwise protect such Indemnified Party against any such Third Party Claim at its sole cost and expense. Such Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party to the extent reasonably possible. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such Third Party Claim, such Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and such Indemnified Party shall be entitled to recover the entire Cost thereof from the Indemnifying Party, including, without limitation, attorneys' fees, disbursements and amounts paid (or of which such Indemnified Party has become obligated to pay) as the result of such Third Party Claim. Failure by the Indemnifying Party to notify such Indemnified Party of its or their election to defend any such Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its or their right to defend such Third Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the Indemnifying Party shall not, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partyThird Party Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement of any Third Party Claim except with the written consent of such Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party of Indemnified Party a full release from all liability in respect to of such claim or litigationThird Party Claim. The indemnity agreements contained in this Section 2.7 Notwithstanding the foregoing, the Indemnifying Party shall not apply be entitled to amounts paid control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any lossThird Party Claim to the extent the Third Party Claim seeks an order, claiminjunction or other equitable relief against the Indemnified Party which, damageif successful, liability could materially interfere with the business, operations, assets, condition (financial or action if such settlement is effected without the consent otherwise) or prospects of the indemnifying partyIndemnified Party.

Procedures. Promptly You shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notice shall be given as soon as practicable after receipt by an indemnified party under this Section 2.7 you know of notice such claim and shall apprise the Company of the commencement nature of any action (including any governmental action), such indemnified party will, if a the claim in respect thereof and the date on which the claim is requested to be made against any indemnifying party under this Section 2.7, deliver paid. You agree not to pay the indemnifying party a written notice claim until the expiration of the commencement thereof thirty-day period following the date on which you notify the Company, or such shorter period ending on the date (1) To be expressed in up to three decimal places. For example, a combined federal, state and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation local marginal rate of such indemnified party by the counsel retained by the indemnifying party 56% would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to expressed as .560 the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except Taxes with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim are due (the "NOTICE PERIOD"). If the Company notifies you in writing prior to the expiration of the Notice Period that it desires to contest the claim, you shall: (i) give the Company any information reasonably requested by the Company relating to the claim; (ii) take such action in connection with the claim as the Company may reasonably request, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably acceptable to you; (iii) cooperate with the Company in good faith in contesting the claim; and (iv) permit the Company to participate in any proceedings relating to the claim. You shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or litigationforgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim. If requested by the Company, you agree either to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner and to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; PROVIDED, HOWEVER, that, if the Company directs you to pay such claim and pursue a refund, the Company shall advance the amount of such payment to you on an after-tax and interest-free basis (the "ADVANCE"). The indemnity agreements contained Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and you shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify you in this Section 2.7 shall not apply writing prior to amounts paid in settlement the end of any loss, the Notice Period of its desire to contest the claim, damage, liability or action if such settlement is effected without the consent Company shall pay to you an additional Gross-Up Payment in respect of the indemnifying partyexcess parachute payments that are the subject of the claim, and you agree to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of (a) To the commencement extent that any Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of any action by such Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, such Pledgor shall (including any governmental actionto the extent provided below) forthwith take the following actions as set forth below: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such indemnified party willPledgor shall physically deliver such Certificated Security to the Pledgee, if endorsed to the Pledgee or endorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a claim in respect thereof is Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to be made against any indemnifying party under this Section 2.7duly authorize, execute, and deliver to the indemnifying party a written notice Pledgee, an agreement for the benefit of the commencement thereof Pledgee and the indemnifying party shall have other Secured Creditors substantially in the right to participate in, and, form of Annex E hereto (appropriately completed to the extent satisfaction of the indemnifying party so desiresPledgee and with such modifications, jointly with any other indemnifying party similarly noticedif any, to assume the defense thereof with counsel mutually as shall be satisfactory to the partiesPledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Membership Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Membership Interest (other than a Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Membership Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Membership Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the Pledgee, endorsed in blank, or, at the request of the Pledgee, endorsed to the Pledgee; providedand (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof, however(i) the establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have “control” within the meaning of the UCC and, that an indemnified party (together with all other indemnified parties which at any time any Event of Default is in existence, no withdrawals or transfers may be represented without conflict made therefrom by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, Person except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the indemnifying partyPledgee and (ii) the deposit of such cash in such cash account. (b) In addition to the actions required to be taken pursuant to Section 3.2(a) hereof, each Pledgor shall take the following additional actions with respect to the Collateral: (i) with respect to all Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be requested from time to time by the Pledgee so that “control” of such Collateral is obtained and at all times held by the Pledgee; and (ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s security interest in all Investment Property and other Collateral which can be perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the relevant States, including, without limitation, Section 9-312(a) of the UCC) is so perfected.

Procedures. Promptly after receipt (a) A Person making a claim for indemnity under Section 8.02 is hereinafter referred to as an "Indemnified Party" and the party against whom such claim is asserted is hereinafter referred to as the "Indemnifying Party." All claims by an indemnified any Indemnified Party under Section 8.02 hereof shall be asserted and resolved in accordance with the following provisions. (b) In the event, from time to time, any Indemnified Party determines that it has suffered a loss for which indemnification is available pursuant to this Agreement, other than as a result of a third-party under this Section 2.7 of notice of the commencement of claim (any action (including any governmental actionsuch non-third-party claim, a “Loss”), such indemnified party will, if a claim in respect thereof is to the following procedure shall be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a followed: (i) The Indemnified Party shall give written notice of any such claim (a “Loss Notice”) to the commencement thereof Indemnifying Party specifying in reasonable detail the amount of the claimed Loss (the “Loss Amount”), the basis for such Loss and, in the case of a Loss suffered by the Buyer, whether (at its sole option) the Buyer intends to offset the amount of its Loss against payments of cash or stock to become due the Seller pursuant to this Agreement. (ii) Within twenty (20) days after delivery of a Loss Notice, the Indemnifying Party shall provide to the Indemnified Party, a written response (a “Response Notice”) in which the Indemnifying Party (i) agrees that it is responsible to indemnify the Indemnified Party for the Loss Amount and, in the case of a claim for indemnification made by the Buyer for which it has elected to offset against payments of cash or stock, whether the Indemnifying Party agrees that an offset in the full Loss Amount may be made as elected by the Buyer or (ii) rejecting the indemnification claim because it does not constitute a Loss for which the Indemnified Party is entitled to indemnification under this Agreement. If no Response Notice is delivered by the Indemnifying Party within such twenty (20) day period, the Indemnifying Party shall be deemed to have agreed that it is obligated for the entire Loss Amount. (iii) If the Indemnifying Party is the Seller and the indemnifying Members, if the Indemnifying Parties agree (or are deemed to have agreed pursuant to clause (ii) above) that they are responsible for the Loss Amount, an offset may be made in an amount equal to the Loss Amount. (iv) If the Indemnifying Party in the Response Notice contests its or their obligation to pay the Loss Amount, the parties shall negotiate in good faith to resolve any such dispute. If any such dispute cannot be resolved within thirty (30) days after the receipt by the Indemnified Party of the Response Notice, the Parties shall submit the matter to the American Arbitration Association (“AAA”) for binding arbitration to be conducted in Rochester, NY, in accordance with the AAA commercial arbitration rules in effect at the time such matter is submitted. If any such matter is submitted to the AAA as provided herein, (A) each of the Parties will furnish to AAA such workpapers and other documents and information as AAA may request and will be afforded the opportunity to present to AAA any material relevant to the matter, (B) the determination by AAA, as set forth in a notice delivered to the Parties, will be binding and conclusive on all parties. (v) In connection with any such commercial arbitration, the following rules also shall apply: (A) any party shall have the right to participate inhave 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, andwhich shall be considered by the arbitrator(s); and (F) each party shall bear its own costs and expenses and attorney’s fees in connection with such arbitration. (vi) The exercise of any right of offset by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute a breach of this Agreement. Neither the exercise of nor the failure to exercise such right of offset or reimbursement will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies available to Buyer except as otherwise expressly set forth in this Agreement. (vii) For purposes of satisfying the indemnification obligations under this Section 8.03(b), the value of each share of Stock shall be equal to the extent closing price of the indemnifying Buyer’s Common Stock on the trading day immediately preceding the date upon which such indemnification obligations are satisfied. (c) If any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from such Indemnified Party by a third party so desires(an “Indemnifiable Third Party Claim”), jointly such Indemnified Party shall with any other indemnifying party similarly noticed, to assume reasonable promptness notify in writing the defense thereof Indemnifying Party of such claim or demand stating with counsel mutually satisfactory to reasonable specificity the partiescircumstances of the Indemnified Party's claim for indemnification; provided, however, that an indemnified party (together with all other indemnified parties which may be represented any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced or to the extent that any applicable period set forth in Section 8.01 has expired without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid such notice being given. After receipt by the indemnifying party, if representation Indemnifying Party of such indemnified party by notice, then upon reasonable notice from the counsel retained by Indemnifying Party to the indemnifying party would be inappropriate due to actual Indemnified Party, or potential differing interests between such indemnified party upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any other party represented by such counsel in such proceeding. The failure to deliver written proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party's notice to the indemnifying party within a reasonable time 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 commencement of Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (i) take such action as the Indemnifying Party may reasonably request in connection with such action, (ii) allow the Indemnifying Party to dispute such action in the name of the Indemnified Party and to conduct a defense to such action on behalf of the Indemnified Party, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability or (iii) render to the indemnified party under this Section 2.7, but Indemnifying Party all such assistance as the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it Indemnifying Party may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, reasonably request in the defense of any connection with such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partydispute and defense.

Procedures. Promptly after receipt by If (i) any Event of Breach occurs or is alleged and a UAG Indemnified Party asserts that the Stockholder or the Companies have become obligated to a UAG Indemnified Party pursuant to Section 9.1, or if any Stockholder Third Party Claim is begun, made or instituted as a result of which the Stockholder or the Companies may become obligated to a UAG Indemnified Party hereunder, or (ii) a UAG Event of Breach occurs or is alleged and a Stockholder Indemnified Party asserts that UAG has become obligated to a Stockholder Indemnified Party pursuant to Section 9.2, or if any UAG Third Party Claim is begun, made or instituted as a result of which UAG may become obligated to a Stockholder Indemnified Party hereunder (for purposes of this Article 9, any UAG Indemnified Party and any Stockholder Indemnified Party is sometimes referred to as an indemnified party under this Section 2.7 of notice of "Indemnified Party" and UAG, Sub and the commencement of Stockholder are sometimes referred to as an "Indemnifying Party," and any action (including UAG Third Party Claim and any governmental actionStockholder Third Party Claim is sometimes referred to as a "Third Party Claim," in each case as the context so requires), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party Indemnified Party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver give written notice to the indemnifying party within a reasonable time Indemnifying Party of its obligation to provide indemnification hereunder, provided that any failure to so notify the commencement of any such action, if prejudicial to its ability to defend such action, Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of them from any liability that it may have to any indemnified party otherwise than the Indemnified Party under this Section 2.7Article 9. No indemnifying partyIf such notice relates to a Third Party Claim, each Indemnifying Party, jointly and severally, agrees to defend, contest or otherwise protect such Indemnified Party against any such Third Party Claim at its sole cost and expense. Such Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party to the extent reasonably possible. If the Indemnifying Party fails timely to defend, contest or otherwise protect against such Third Party Claim, such Indemnified Party shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and such Indemnified Party shall be entitled to recover the entire Cost thereof from the Indemnifying Party, including, without limitation, attorneys' fees, disbursements and amounts paid (or of which such Indemnified Party has become obligated to pay) as the result of such Third Party Claim. Failure by the Indemnifying Party to notify such Indemnified Party of its or their election to defend any such Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its or their right to defend such Third Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the Indemnifying Party shall not, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partyThird Party Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement of any Third Party Claim except with the written consent of such Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party of Indemnified Party a full release from all liability in respect to of such claim or litigationThird Party Claim. The indemnity agreements contained in this Section 2.7 Notwithstanding the foregoing, the Indemnifying Party shall not apply be entitled to amounts paid control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any lossThird Party Claim to the extent the Third Party Claim seeks an order, claiminjunction or other equitable relief against the Indemnified Party which, damageif successful, liability could materially interfere with the business, operations, assets, condition (financial or action if such settlement is effected without the consent otherwise) or prospects of the indemnifying partyIndemnified Party.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 2.6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.72.6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.72.6 to the extent that such indemnifying party is harmed by the failure of the indemnified party to provide timely notice, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.72.6. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 2.6 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

Procedures. Promptly after (1) Prior to the generation of new receivables, the Cooperative will provide to Statesman information concerning customers to which the Cooperative plans to sell merchandise or render a service which will result in the creation of a Wholesale Account. Statesman will review the information and determine in its sole and absolute discretion the terms under which the Cooperative may sell to the customer such that Statesman will purchase the resulting Wholesale Account (the "Statesman Approval"). Any customer which has been approved by Statesman will hereinafter be referred to as an "Approved Wholesale Account." Statesman will notify the Cooperative in writing of its decision. (2) Not later than 10:00 a.m. (Richmond, Virginia, time) on each Business Day, the Cooperative will provide to Statesman information on Approved Wholesale Accounts being offered to Statesman for purchase. This information shall include all information which Statesman may reasonably request and shall be in a form satisfactory to Statesman. (3) Not later than 12 noon (Richmond, Virginia, time) on the same Business Day, Statesman will confirm to the Cooperative those Approved Wholesale Accounts it is purchasing and will prepare and deliver its check drawn on Crestar Bank, Richmond, Virginia, or other bank satisfactory to the Cooperative, or make an ACH transfer or wire transfer, for the face amount of the Wholesale Accounts which Statesman is purchasing less any amount to be placed in the Wholesale Reserve Account pursuant to Section 4.04 and less the Purchase Discount for Wholesale Accounts. Statesman may choose not to pay for any Wholesale Account evidenced by a promissory note or other instrument unless such note or other instrument has been endorsed and delivered to Statesman. (4) For purposes of this Article IV, the Purchase Discount for Wholesale Accounts shall be the product obtained by multiplying the outstanding balance of the Wholesale Accounts being purchased by (i) the average Historical Charge Off Percentage of the Cooperative for Wholesale Accounts for the three preceding fiscal years times (ii) the sum of 1 plus the Average Total Delinquency Percentage Variance for Wholesale Accounts, plus the anticipated net interest charges for the current month relating to the outstanding purchased Wholesale Accounts. Such amount shall be computed according to the following formula: Discount = Wholesale Accounts being purchased x [(aHCO%) x (1 + ADV)] + AIC where aHCO% = average Historical Charge Off Percentage for Wholesale Accounts for the three preceding fiscal years which for purposes of this calculation shall not be less than .35% or such other percentage as may be from time to time agreed to by the Cooperative and Statesman. ADV = Average Total Delinquency Percentage Variance for Wholesale Accounts. AIC = the amount by which the anticipated interest charges for the current month for borrowings relating to outstanding Wholesale Accounts purchased by Statesman exceed the finance charges anticipated to be collected during such month by Statesman on Wholesale Accounts. (5) Upon receipt of such payment, the Cooperative shall sell, assign, and convey to Statesman and without any further action on its part, shall be deemed to have sold, assigned and conveyed to Statesman each such Approved Wholesale Account, and all of the Cooperative's interest in the goods represented by such Wholesale Accounts and in all goods that may be returned by customers obligated on such Wholesale Accounts, all its rights as an indemnified party under this Section 2.7 unpaid vendor or lienor, all its rights of notice stoppage in transit, replevin and reclamation relating thereto, all its rights in and to all security therefor and guarantees thereof, and guarantees thereto, all of its rights against third parties with respect thereto, and all other proceeds thereof, cash or non-cash. Any goods so recovered or returned shall be segregated in a manner acceptable to Statesman and held for Statesman's account as owner. The Cooperative shall notify Statesman promptly of all such returned or recovered goods. (6) Statesman may at any time and from time to time revoke the Statesman Approval with respect to any customer of the Cooperative or reduce the amount of Wholesale Accounts owing from such customer which it will purchase from the Cooperative or change the Repayment Term approved for such customer. It will promptly notify the Cooperative of its decision to revoke the Statesman Approval for any Wholesale Account, or to reduce the amount of such Account or change terms and Statesman shall not be obligated to purchase any Wholesale Account arising out of the delivery of any merchandise to or the commencement of any action (including any governmental action), service for such indemnified party will, if a claim in respect thereof obligor which occurs after such notice is to be made against any indemnifying party under this Section 2.7, deliver given to the indemnifying party a written notice Cooperative except as Statesman shall have otherwise agreed. The revocation or alteration of the commencement thereof and the indemnifying party Statesman Approval with respect to a customer shall have not affect the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of Cooperative to extend credit for merchandise or services to any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7customer, but all payments received from such customer shall be applied to earliest invoices first, and payments shall be applied to invoices included in Wholesale Accounts purchased by Statesman before they are applied to invoices arising after the omission so to deliver written notice to revocation or alteration of the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except Statesman Approval with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim customer or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent reduction of the indemnifying partyamount of credit approved for such customer.

Procedures. Promptly after receipt Any Person entitled to be indemnified hereunder for Indemnified Taxes, Indian JV Liabilities, Pre-Closing Workers’ Compensation Liabilities, FCC Indemnified Losses, NC Property Losses, Buyer Default Liabilities Indemnity, or any other indemnity obligations explicitly set forth in this Agreement (the “Indemnified Party”) when seeking such indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, including claims for indemnification due to a pending or threatened Proceeding by an indemnified party under this Section 2.7 of notice of the commencement of any action a third Person (including any governmental actionsuch pending or threatened Proceeding, a “Third Person Claim”), and shall include in such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, Claim Notice (to the extent practicable) the indemnifying party so desiresamount or the method of computation of the amount of such claim, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory and a reference to the partiesprovision of this Agreement; provided, however, that failure to give such timely notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced or harmed by such failure. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an indemnified party Indemnified Party shall be entitled under this Article IX shall be determined: (together with i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. If the Indemnitor objects to all other indemnified parties which or any part of such indemnification claim, the Indemnified Party will be free to pursue such remedies as may be represented without conflict by one counsel) available to it under this Agreement. The judgment of a court shall be deemed final when the time for appeal, if any, shall have the right to retain one separate counsel, with the reasonable fees expired and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual no appeal shall have been taken or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, when all appeals taken shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partybeen finally determined.

Procedures. Promptly after receipt by For purposes of this section, any party with an indemnified party indemnification obligation under this Section 2.7 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 notice 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 commencement final amount of any action such claim and demand) (including any governmental actionthe "Claim Notice"), such indemnified party will, if a claim in respect thereof is . The Indemnifying Party shall have 30 days from the personal delivery or receipt of the Claim Notice (the "Notice Period") to be made against any indemnifying party under this Section 2.7, deliver notify the Indemnified Party (a) whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the indemnifying party Indemnified Party hereunder with respect to such claim or demand and (b) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a written notice of liability of, and shall be paid by, the commencement thereof Indemnifying Party. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the indemnifying party Indemnifying Party shall have the right to participate in, and, defend the Indemnified Party (i) by appropriate proceedings and (ii) use or retain counsel in connection with such defense that is reasonably acceptable to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory Indemnified Party. The Indemnified Party shall make available to the parties; providedIndemnifying Party all information reasonably available to such Indemnified Party relating to such claim or demand. In addition, however, that an indemnified party (together with all the Indemnified Party and the Indemnifying Party shall render to each other indemnified parties which such assistance as may reasonably be represented without conflict by one counsel) shall have requested in order to ensure the right to retain one separate counsel, with the reasonable fees proper and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the adequate defense of any such claim or litigationdemand, shall, except with the consent or to prosecute claims against third parties for contribution or on other theories of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect recovery related to such claim or litigationdemand. The indemnity agreements contained party in this Section 2.7 charge of the defense shall keep the other party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If any Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. In the event that the Indemnifying Party does not elect to defend the claim, the Indemnified Party shall not apply to amounts paid in settlement of any loss, claim, damage, liability settle a claim or action if such settlement is effected demand without the consent of the indemnifying partyIndemnifying Party (which consent will not be unreasonably withheld). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld), settle, compromise or offer to settle or compromise any such claim or demand. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the amount of any such claim or demand, or, if the same be contested by the Indemnified Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be the liability of the Indemnifying Party hereunder. To the extent the Indemnifying Party shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Party will give to the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its commercially reasonable best efforts in the defense of all such claims.

Procedures. Promptly after receipt (a) If requested by the Collateral Agent upon the occurrence and during the continuance of an indemnified party Event of Default under this Section 2.7 of notice of the commencement of any action (including any governmental action)Credit Agreement, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, each Direct Investor shall deliver to the indemnifying party Collateral Agent, to be held for sale, or return in the event the Sale is not consummated, upon the terms of this Section 3, the Shares held by such Direct Investor, duly endorsed, together with a written notice power-of-attorney authorizing the Collateral Agent to sell or otherwise dispose of such shares pursuant to such Sale and to take all actions necessary, and to execute and deliver all documents necessary, to sell or otherwise dispose of the commencement thereof shares to be sold pursuant to such Sale. (b) Each Direct Investor hereby agrees to cooperate in consummating the Sale, including, without limitation, by becoming a party to the sale agreement and all other appropriate related agreements, delivering any instruments for the indemnifying party shall have the right to participate inShares, andduly endorsed for transfer, free and clear of all liens and encumbrances, and voting or consenting in favor of such transaction (to the extent the indemnifying party so desires, jointly with a vote or consent is required) and taking any other indemnifying party similarly noticednecessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents. (c) Promptly after the consummation of the sale of shares of the Collateral Agent and each Direct Investor pursuant to assume this Section 3, the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party Collateral Agent (together with all other indemnified parties which may be represented without conflict by one counselx) shall have give notice thereof to each Direct Investor and (y) shall remit to each Direct Investor the right to retain one separate counsel, with total sales price of the reasonable fees and expenses to be paid by the indemnifying party, if representation Shares of such indemnified party by Direct Investor sold pursuant thereto (after deduction of each Direct Investor's proportionate share of (i) the counsel retained by the indemnifying party would be inappropriate due to actual expenses associated with such sale, (ii) amounts paid into escrow or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyheld back, in the defense reasonable determination of any such claim the Collateral Agent, for indemnification or litigationpost-closing expenses, shalland (iii) amounts subject to post-closing purchase price adjustments, except with based on the consent number of Shares sold by each indemnified party, consent Direct Investor in relation to entry the total number of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff shares being sold pursuant to such indemnified party of a release from all liability in respect to such claim or litigationthis Section 3). The indemnity agreements Notwithstanding anything contained in this Section 2.7 shall not apply 3, in the event that all or a portion of the purchase price of the shares being sold pursuant to amounts paid the Sale consists of non-cash consideration, the Collateral Agent may, at its option, cause to be delivered to each Direct Investor, in settlement lieu of any losssuch non-cash consideration allocable to the shares being sold pursuant to the Sale, claimcash in an amount equal to the fair market value of such non-cash consideration, damageas reasonably determined by the Collateral Agent; provided, liability or action that if such settlement is effected without non-cash consideration allocable to the consent shares being sold pursuant to the Sale may not in the opinion of the indemnifying partyCollateral Agent be transferred lawfully without a Direct Investor effecting regulatory compliance procedures (including, without limitation, preparation, registration or pre-registration of disclosure documentation), the fair market value of such non-cash consideration, as determined in good faith by Company's Board of Directors or equivalent, shall be paid to such Direct Investor in lieu of such non-cash consideration.

Procedures. (a) Promptly after receipt by an indemnified party under this Section 2.7 Indemnified Party has received notice or has knowledge of notice of any claim or the commencement of any action (including any governmental action)Action for which such party may be entitled to indemnification under this Article VIII, such indemnified party willthe Indemnified Party shall, if a it believes that such claim in respect thereof or Action is to be made against any indemnifying party under this Section 2.7indemnifiable by the Indemnifying Party, deliver to give the indemnifying party a Indemnifying Party written notice of such claim or the commencement thereof of such Action and provide the indemnifying party Indemnifying Party with all relevant information respecting such claim or Action that is in the possession of the Indemnified Party. Such notice shall have state the right to participate in, nature and basis of such claim or Action and, if ascertainable, the amount in dispute under such claim or Action. In each such case, the Indemnified Party agrees to give such notice to the extent the indemnifying party so desires, jointly with Indemnifying Party promptly following its receipt of notice or other knowledge of any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiessuch claim or Action; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict the failure of the Indemnified Party to give such notice shall not excuse the Indemnifying Party’s obligation to indemnify except to the extent the Indemnifying Party has suffered damage or prejudice by one counsel) reason of the Indemnified Party’s failure to give or delay in giving such notice. If such notice concerns a Third Person Claim, the Indemnifying Party shall have the right to retain one separate counselelect, with at the reasonable Indemnifying Party’s sole expense, to assume the defense of such Third Person Claim; provided, however, that the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed) before entering into any settlement, adjustment or compromise of any such Third Person Claim; provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party Indemnified Party if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the claim seeks an injunction or equitable relief against the Indemnified Party; (iii) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (iv) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be inappropriate due detrimental to actual or potential differing interests between injure the Indemnified Party’s reputation or future business prospects; or (vi) the Indemnifying Party failed or is failing to vigorously prosecute or defend such indemnified party claim. The Indemnified Party shall have the right to elect, at such party’s sole expense, to participate in (but not control) the defense of such Third Person Claim, and any other party represented by such to employ, at its own expense, counsel in connection with its participation therein. If the Indemnifying Party has elected not to assume the control of the defense of such proceeding. The failure to deliver Third Person Claim, or if the Indemnifying Party shall have failed after the lapse of a reasonable period of time, which shall in no event be less than 30 calendar days after receipt by the Indemnifying Party of written notice of such Third Person Claim, to assume the control of the defense of such Third Person Claim, the Indemnified Party shall be entitled to defend against the same and to employ counsel reasonably satisfactory to the indemnifying party within a reasonable time Indemnifying Party, at the expense of the commencement Indemnifying Party; provided, however, in such event, the Indemnified Party shall obtain the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned, or delayed) before entering into any settlement, adjustment or compromise of any such actionThird Person Claim. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay, settle or compromise any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such claim unless the Indemnifying Party shall have consented to such payment, settlement or compromise. In connection with any Third Person Claim, the Indemnified Party, or the Indemnifying Party, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in has assumed the defense of such Third Person Claim pursuant to this Section 8.04(a), shall vigorously and competently defend such Third Person Claim in good faith and the parties shall cooperate with one another in connection with the handling of such Third Person Claim, shall make available personnel, witnesses, books, and records relevant to such Third Person Claim and grant such authorizations as are necessary and reasonable to their respective agents, representatives, and counsel upon reasonable request. (b) If the Indemnified Party shall have any claim against the Indemnifying Party pursuant to this Section 8.04, the Indemnified Party shall deliver to the Indemnifying Party a written notice explaining the nature and amount of such claim or litigation, shall, except with promptly after the consent Indemnified Party shall know the amount of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party.

Procedures. Promptly after receipt by The Company shall not take any disciplinary without first the employee in the presence of a Shop ▇▇▇▇▇▇▇. Inthe event of a claim that an indemnified party under this Section 2.7 of notice employee has beensuspended or discharged unreasonably,the grievanceshall be filed at Step Three (3) of the commencement GrievanceProcedure within three (3) working days. shall be given in and inthe presence of a Shop ▇▇▇▇▇▇▇. The Company and the Union agree that disciplinary shall not be imposed unreasonably or unjustly. Inthe event the immediate suspensionor discharge of the employee, shall begiven a reasonableopportunity to with his ▇▇▇▇▇▇▇ beforeleaving premises, necessary, because of the nature of the employee's to require the employee's immediateexpulsionfrom the Company's premises. is determined or agreed at any step of the Grievance Procedureor decided by ▇ Boardof Arbitration that any employee has beendisciplined or discharged unjustly, the Company shall put him back on with no loss of seniority and shall pay the employeethe hewould have earned had he beenworking, or by any other arrangement as to compensation, includingreinstatement without pay, which and equitable in the opinion of the partiesor inthe opinionof the Board of Arbitration if the referredto such Inthe Service and Truck DrivingGroups, the time limits Articles and be adjustedif necessary to conformwith the availability of the shop stewardor his alternate, but in no event to exceedten working days from the date of the incident. The Company shall providethe employee and the Unionwith a copy of any verbal or written warning affectingthe employee. Any reply by the employee shall become part of his The record of any disciplinary action shall not be referredto or used against himat any time after twelve (including 12) monthsfollowing such action. Failureto grieve previousdiscipline, or to pursue any governmental action)grievancetoArbitration, shall not be consideredto be an admission that such indemnified party willdisciplinewas justified. Any Grievanceshall be to time limits inArticle absent from work because of illnessor injury shall not be subject to any disciplinary procedureduringthe periodof their disability for any allegedviolations of the Company's Rules or this CollectiveAgreement, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver subject to the indemnifying party a written notice of in medicaldocuments the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyCompany.

Procedures. Promptly after receipt by an indemnified (a) The party seeking indemnification under this Section 2.7 Article IX (the "INDEMNIFIED PARTY") agrees to give prompt notice (the "NOTICE OF CLAIM") to the party or parties from whom indemnification is sought (the "INDEMNIFYING PARTY") of notice the assertion of any claim, or the commencement of any suit, action (including any governmental action), such indemnified or proceeding by a third party will, if a claim in respect thereof is to of which indemnity may be made against any indemnifying party sought under this Section 2.7Article IX; PROVIDED, deliver HOWEVER, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder, except to the indemnifying extent that the Indemnifying Party demonstrates that the defense of any third party suit, action or proceeding has been materially prejudiced by the Indemnified Party's failure to give such notice. If such Notice of Claim relates to a suit, action or proceeding by a third party, the Indemnifying Party may upon written notice given to the Indemnified Party within 20 days of the commencement thereof and receipt by the indemnifying party Indemnifying Party of such Notice of Claim, assume control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not so assume control of such defense or if the Indemnifying Party fails to give reasonable written assurance to the Indemnified Party of Indemnifying Party's financial capacity to defend and/or provide indemnification as required hereby, the Indemnified Party shall have the right to control such defense. The party not controlling such defense may participate intherein at its own expense; PROVIDED THAT, andif the Indemnifying Party assumes control of such defense and there exists a conflict of interest between the interests of the Indemnified Party and those of the Indemnifying Party with respect to such claim, to or if the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, Indemnifying Party shall fail to assume responsibility for such defense, the defense thereof with Indemnified Party may retain counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with it and the reasonable fees and expenses of counsel to the Indemnified Party shall be paid by considered Losses for purposes of this Agreement. Notwithstanding anything to the indemnifying partycontrary contained herein, if representation in the event that Buyer determines in its reasonable judgment that there is a probability that a claim may materially adversely affect it or the Purchased Assets or its rights under this Agreement other than as a result of such indemnified party by the counsel retained by the indemnifying party monetary damages for which it would be inappropriate due entitled to actual or potential differing interests between such indemnified party and any other party represented indemnification under this Agreement, then Buyer may, by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of Indemnifying Party, assume the commencement of any such action, if prejudicial to its ability exclusive right to defend such action, claim and the reasonable fees and expenses of counsel shall relieve such indemnifying party be considered Losses for purposes of this Agreement. Seller and the Shareholders hereby acknowledge that any claim involving taxes or Seller's Intellectual Property shall be deemed to satisfy the requirements for Buyer to assume the defense of any liability related claims. In all such cases, Seller and the Shareholders will have the right to the indemnified party under this Section 2.7participate, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyat Seller's expense, in the defense or settlement of such claim. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto. (b) The Indemnifying Party shall not agree to any settlement of any such claim action, suit or litigation, shall, except with proceeding without the prior written consent of each indemnified partythe Indemnified Party, which consent shall not be unreasonably withheld or delayed. For purposes hereof, the Indemnified Party's withholding of its consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party the Indemnified Party of a complete irrevocable release from all liability in respect to such claim or litigationlitigation or which requires action (or limits action) other than the payment of money by the Indemnifying Party shall be deemed to be reasonable. (c) In the event that an Indemnified Party seeks indemnification for Losses pursuant to this Article IX, the procedures in this subsection (c) shall also apply. Within 30 days after delivery of a Notice of Claim, the Indemnifying Party shall provide to the Indemnified Party a written response (the "RESPONSE NOTICE") in which the Indemnifying Party must either: (i) agree that some or all of the Losses claimed should be indemnified and, in the case of any Losses claimed and not so agreed to, contest such claimed amount, or (ii) contest all of the Losses claimed. The indemnity agreements contained Indemnifying Party may contest such claimed amount of Losses only based upon a good faith belief that all or such portion of such claimed amount does not constitute Losses for which the Indemnified Party is entitled to indemnification hereunder. If no such Response Notice is delivered by the Indemnifying Party within such 30-day period, the Indemnifying Party shall be deemed to have agreed that all of the claimed amount should be indemnified. Any such amount agreed to, or so deemed to be agreed to, by the Indemnifying Party pursuant to clause (i) or (ii) of this subsection (c) or otherwise pursuant to this Agreement being referred to herein as an "AGREED AMOUNT." (d) If the Indemnifying Party in this Section 2.7 the Response Notice contests all or part of the claimed amount (thereupon, the "CONTESTED AMOUNT"), the Indemnifying Party and the Indemnified Party shall not apply attempt promptly and in good faith to amounts paid in settlement agree upon the rights of any lossthe parties with respect to the Contested Amount. If the Indemnifying Party and the Indemnified Party should so agree, claima memorandum setting forth such agreement shall be prepared and signed by both parties and, damage, liability or action if such settlement is effected without the consent agreement provides that all or a portion of the indemnifying partycontested Amount is to be paid to the Indemnified Party (all or such portion of such Contested Amount to be so paid to the Indemnified Party being also referred to herein as an "AGREED AMOUNT"), the Indemnifying Party shall make such payments in accordance with the terms of this Agreement. If no such agreement can be reached after good faith negotiation within 30 days of the delivery of the Indemnifying Party's Response Notice (or such longer period as the Indemnified Party and Indemnifying Party may mutually agree), the matter shall be settled by binding arbitration in accordance with Section 10.12 of this Agreement.

Procedures. Promptly after receipt by an indemnified A party (the "indemnitee") that intends to claim indemnification under this Section 2.7 of notice of clause 6 shall notify the commencement other party (the "indemnitor") promptly in writing of any action (including any governmental action), such indemnified party will, if a claim or liability in respect thereof of which the indemnitee believes it is entitled to be made against any indemnifying party under this Section 2.7claim indemnification, deliver provided that the failure to give timely notice to the indemnifying party a written notice of indemnitor shall not release the commencement thereof and indemnitor from any liability to the indemnifying party shall have the right to participate in, and, indemnitee except to the extent the indemnifying party so desiresindemnitor is prejudiced thereby. The indemnitor shall have the right, jointly with any other indemnifying party similarly noticedby notice to the indemnitee, to assume the defense thereof of any such action or claim within the fifteen (15) day period after the indemnitor's receipt of notice of any action or claim with counsel mutually satisfactory to of the partiesindemnitor's choice and at the sole cost of the indemnitor. If the indemnitor so assumes such defense, the indemnitee may participate therein through counsel of its choice, but at the sole cost of the indemnitee; providedPROVIDED, howeverHOWEVER, that an indemnified party (together with all other indemnified parties which may the indemnitor shall be represented without conflict by one counsel) shall have the right obligated to retain one separate counsel, with the reasonable pay fees and expenses to be paid by the indemnifying party, of such indemnitee's counsel if representation of such indemnified party the indemnitee by the counsel retained by the indemnifying party indemnitor would be inappropriate due to actual or potential differing interests between such indemnified party the indemnitee and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement investigation and defense of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying claim or liability. The party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assuming the defense of any such claim or litigationshall render all reasonable assistance to the party assuming such defense, shalland all reasonable out-of-pocket costs of such assistance shall be for the account of the indemnitor. No such claim shall be settled other than by the party defending the same, except and then only with the consent of each indemnified party, the other party which shall not be unreasonably withheld; provided that the indemnitee shall have no obligation to consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, such action or claim which imposes on the indemnitee any liability or obligation which cannot be assumed and performed in full by the indemnitor, and the indemnitee shall have no right to withhold its consent to any settlement of any such action or claim if such the settlement is effected without involves only the consent payment of money by the indemnifying partyindemnitor or its insurer.

Procedures. Promptly after receipt (a) An Indemnified Party shall give Shareholder written notice of any matter that such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement within 20 days of such determination, stating the indemnifiable amount, if known, and method of computation thereof. The failure by an indemnified party any Indemnified Party so to notify Shareholder shall not relieve Shareholder from any liability which it may have to such Indemnified Party under this Section 2.7 of notice of 9, except to the commencement of extent that Shareholder demonstrates that it has been materially prejudiced by such failure (except that Shareholder shall not be liable for any action (including any governmental action), such indemnified party willexpense incurred during the period, if a claim any, from the date that is 20 days after such determination to the date the Indemnified Party provides notice hereunder). If Shareholder does not notify the Indemnified Party in respect thereof is writing within 20 days following its receipt of such notice that Shareholder disputes its liability to be made against any indemnifying party the Indemnified Party under this Section 2.79, deliver such Claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of Shareholder under this Section 9 and Shareholder shall pay the amount of such liability to the indemnifying party a written Indemnified Party on demand or, in the case of any notice in which the amount of the commencement thereof Claim (or any portion thereof) is estimated, on such later date when the amount of such Claim (or such portion thereof) becomes finally determined. If Shareholder has timely disputed its liability with respect to such Claim, as provided above, Shareholder and the indemnifying party Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations and paid within 20 days, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction pursuant to the terms hereof. (b) Shareholder shall have the right to participate incompromise or, if appropriate, defend any Claim at its own cost and, except as provided in the Shareholder Disclosure Letter delivered herewith, through counsel of its own choosing. In the event Shareholder undertakes to compromise or defend any Claim, it shall promptly (and in any event, no later than 20 days after receipt of the extent applicable notice of the indemnifying party so desires, jointly Claim from the Indemnified Party) notify the Indemnified Party in writing of its intention to do so. The Indemnified Party shall fully cooperate with any other indemnifying party similarly noticed, to assume Shareholder and its counsel in the defense thereof or compromise of such Claim (including by making available to Shareholder all books, records and other documents and materials that are under the direct or indirect control of the Indemnified Party and that are reasonably necessary or desirable for the defense of such matter). After the assumption of the defense by Shareholder, the Indemnified Party shall not be liable for any legal or other expenses subsequently incurred by Shareholder in connection with counsel mutually satisfactory to the parties; providedsuch Claim, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, including any costs or expenses associated with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual compromise or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time resolution of the commencement of any Claim (unless Shareholder disputes its liability for such actionindemnification Claim and a final, if prejudicial nonappealable court order or judgment determines that Shareholder is not liable to its ability to defend such action, shall relieve such indemnifying party of any liability to indemnify the indemnified party under this Section 2.7Indemnified Party), but the omission so to deliver written notice to Indemnified Party (unless the indemnifying party will not relieve it of any liability that it claim involves Taxes) may have to any indemnified party otherwise than under this Section 2.7participate in such defense at its own expense. No indemnifying partysettlement of a Claim defended by Shareholder shall be made without the prior written consent of the Indemnified Party, in the defense of any such claim or litigation, shallconsent not to be unreasonably withheld. Shareholder shall not, except with the prior written consent of each indemnified partythe Indemnified Party, consent to the entry of any a judgment or enter into any settlement which of a Claim that does not include as an unconditional term thereof thereof, the giving by the claimant or and/or plaintiff to such indemnified party the Indemnified Party of a an unconditional release from all liability in respect of such Claim. If notice is given to Shareholder of a Claim and Shareholder does not, within 20 days after the Indemnified Party's notice is given, give notice to the Indemnified Party of its election to assume the defense of such Claim, Shareholder will be bound by any determination made in a proceeding with respect to such Claim or any compromise or settlement effected by the Indemnified Party. (c) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a proceeding involving a Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to Shareholder, assume the exclusive right to defend, compromise or settle such proceeding; provided, that the Indemnified Party may not settle or compromise any such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected demand without the prior written consent of the indemnifying partyShareholder, such consent not to be unreasonably withheld.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of (a) Prior to the commencement sale of any action (including any governmental action)Subject Shares to a Third Party, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, the GOF Party shall deliver to the indemnifying party Company a written notice of the commencement thereof proposed or intended sale of Subject Shares (the "GOF PARTY TAG-ALONG NOTICE"), which GOF Party Tag-Along Notice shall (a) identify the Subject Shares proposed or intended to be sold, and (b) disclose the number, price and other terms upon which they are to be sold. Within three (3) Business Days of the receipt of the GOF Party Tag-Along Notice, the Company shall set a record date for the determination of Initial Shareholders entitled to exercise tag-along rights with respect to the Subject Shares identified in the GOF Party Tag-Along Notice (which record date shall not be more than 15 calendar days after the receipt of the GOF Party Tag-Along Notice ) and, within two Business Days of such record date, the Company (directly or through its agent) shall take all steps necessary and/or advisable (including preparing necessary and/or advisable documentation and making all necessary and/or advisable filings with the U.S. Securities and Exchange Commission and any other governmental authority) to deliver to each Initial Shareholder that is the record holder of Common Stock and each broker, dealer, trust company, commercial bank and other nominee that is the record holder of Common Stock, in each case, as of the record date set by the Company, a written notice of the proposed or intended sale of Subject Shares (the "COMPANY TAG-ALONG NOTICE"). The Company Tag-Along Notice shall be satisfactory in all respects to GOF and shall (a) identify the Subject Shares proposed or intended to be sold, (b) disclose the number, price and other terms upon which they are to be sold, (c) inform each Initial Shareholder of his right to sell such Initial Shareholder's pro rata portion (determined in accordance with the last sentence of this Section 3.2) of shares of Common Stock along with the GOF Party to the Third Party, (d) include all other information, disclosures, statements and documents as may be required by Law (which information, disclosures, statements and documents shall be reasonably satisfactory to GOF), and (e) include a deadline for Initial Shareholders or their respective nominees, as the case may be, to deliver a Shareholder Tag-Along Acceptance Notice, along with the shares of Common Stock to be sold, to GOF (or its agent) in accordance with the terms of the Shareholder Tag-Along Acceptance Notice, which deadline shall in no event be later than thirty (30) calendar days or earlier than ten (10) Business Days after the date of the Company Tag-Along Notice; PROVIDED that such deadline may be later than thirty (30) calendar days after the date of the Company Tag-Along Notice if (i) GOF consents thereto in writing, or (ii) outside legal counsel to the Company (which counsel shall be reasonably satisfactory to GOF) provides a written opinion addressed to the Company to the effect that a later deadline is required for the Company to comply with a Law applicable to the Company. The Company shall enclose a sufficient number of Shareholder Tag-Along Acceptance Notices with each Company Tag-Along Notice. For purposes of this Section 3.2, an Initial Shareholder's pro rata portion shall be determined by multiplying (x) the number of Subject Shares proposed to be sold to a Third Party by (y) a fraction, the numerator of which is the aggregate number of issued and outstanding shares of Initial Common Stock then beneficially owned by such Initial Shareholder, and the indemnifying party shall have denominator of which is the right aggregate number of shares of Initial Common Stock then issued and outstanding. (b) To sell his pro rata portion of shares of Common Stock along with the GOF Party to participate inthe Third Party each Initial Shareholder or his broker, anddealer, trust company, commercial bank or other nominee must (a) deliver a Shareholder Tag-Along Acceptance Notice, along with the shares of Common Stock to be sold, to GOF (or its agent) in accordance with the extent instructions set forth on the indemnifying party so desires, jointly Shareholder Tag-Along Acceptance Notice; and (b) comply with any other indemnifying party similarly noticedapplicable terms of the proposed sale (including executing definitive documentation and any related documents), to assume the defense thereof with counsel mutually satisfactory in each case, prior to the parties; provided, however, that deadline set forth in the Company Tag-Along Notice (an indemnified party (together with all other indemnified parties which may Initial Shareholder satisfying such requirements shall be represented without conflict by one counsel) shall have the right referred to retain one separate counsel, herein as a "PARTICIPATING SHAREHOLDER"). Upon compliance with the reasonable fees foregoing procedures, the GOF Party may sell the Subject Shares (less the number of Tag-Along Shares (as defined below)) for a period of up to 180 days after the deadline set forth in the Company Tag-Along Notice, upon terms and expenses to be paid by conditions (including the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice per share price) which are not more favorable to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyGOF Party, in the defense of any aggregate, than those set forth in the GOF Tag-Along Notice; PROVIDED that such claim or litigation, shall, except with sale provides for the consent purchase of each indemnified party, consent to entry Participating Shareholders pro rata portion of any judgment or enter into any settlement which does Common Stock (the "TAG-ALONG SHARES") on terms and conditions no less favorable than those set forth in the GOF Tag-Along Notice. Any Subject Shares not include as an unconditional term thereof the giving sold by the claimant or plaintiff GOF Party prior to such indemnified party of a release from all liability the date that is 180 days after the deadline set forth in respect to such claim or litigation. The indemnity agreements contained in the Company Party Tag-Along Notice may not be sold without compliance with this Section 2.7 shall not apply to amounts paid 3.2. (c) Promptly (but in settlement of any loss, claim, damage, liability or action if such settlement is effected without no event later than three (3) Business Days) after the consent consummation of the indemnifying partysale of Subject Shares by a GOF Party to a Third Party, the GOF Party shall (i) notify the Company of such sale, and (ii) cause to be remitted to the Company the total sales proceeds attributable to the sale of Tag-Along Shares. Thereafter the Company (directly or through its agent) shall promptly distribute such sales proceeds to the applicable Initial Shareholders.

Procedures. Promptly after receipt by an indemnified (a) Any party seeking indemnification under this Section 2.7 of notice of Article X (an “Indemnified Person”) shall notify the commencement party from whom indemnification is being sought (an “Indemnifying Person”) in writing of any action facts or circumstances (including any governmental actionaction against such Indemnified Person) in respect of which any Indemnifying Person is or may be obligated to provide indemnification hereunder promptly after the receipt of notice or knowledge thereof. Such notice shall set forth in reasonable detail the facts and circumstances giving rise to such claim, the basis for indemnification and the good faith estimated amount of Losses for which indemnification is sought (the “Indemnification Dispute Notice”). The failure of any Indemnified Person to notify any Indemnifying Person shall not relieve any Indemnifying Person from any Liability which it may have to such Indemnified Person under this Article X. If the Indemnifying Person has not disputed its indemnity obligation for any Loss with respect to such claim within thirty (30) days following receipt of such Indemnified Person’s notice (or, if such Indemnifying Person notifies the Indemnified Person prior to such 30th day that it does not dispute its indemnify obligation for any Loss, on such date), then the estimated amount of Losses set forth in the Indemnified Person’s notice will be final, conclusive and binding on the Parties. Any Indemnification Dispute Notice will specify in reasonable detail the nature and dollar amount of any disagreement asserted (collectively, the “Indemnification Disputed Items”), and all other items (and all calculations relating thereto) that are not in dispute as specified in the Indemnification Dispute Notice will be final, binding and conclusive. With respect to the Indemnification Disputed Items, the Parties shall proceed in good faith to negotiate a resolution of such indemnified party willdispute and, if a not resolved through negotiations within thirty (30) days after delivery of the notice by the Indemnifying Person, such dispute shall be resolved by arbitration pursuant to Section 12.5. (b) In the case of any claim in respect thereof is to be made against any indemnifying party for indemnification under this Section 2.7Article X that involves a third party (a “Third Party Claim”), deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall Indemnifying Person will have the right to participate in, and, to the extent the indemnifying party Indemnifying Person so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof thereof, with counsel mutually satisfactory to the parties; providedIndemnified Person. However, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall the Indemnified Person will have the right to retain one separate counselcounsel and to participate in the defense thereof at its sole cost and expense, with except that the reasonable documented fees and expenses to of such counsel shall be paid by the indemnifying party, Indemnifying Person if representation of such indemnified party Indemnified Person by the counsel retained by the indemnifying party Indemnifying Person would be be, based on the opinion of counsel, inappropriate due to an actual or potential differing interests conflict of interest between such indemnified party Indemnified Person and any other party represented by such counsel in such proceedingAction. To the extent the Indemnified Person is entitled to indemnification hereunder in such matter, the Indemnifying Person will be responsible for the expenses of such defense even if the Indemnifying Person does not elect to assume such defense. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, Indemnifying Person shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shallnot, except with the consent of each indemnified partythe Indemnified Person, consent to the entry of any judgment or enter into any settlement which does not include as an unconditional a term thereof the giving by unconditional release of the claimant or plaintiff to such indemnified party Indemnified Person of a release from all liability in respect to of such claim Third Party Claim or litigation. The indemnity agreements contained in this Section 2.7 Indemnified Person shall not apply settle or compromise, or offer to amounts paid in settlement of settle or compromise any loss, claim, damage, liability or action if such settlement is effected Third Party Claim without the prior written consent of the indemnifying partyIndemnifying Person (not to be unreasonably withheld, delayed or conditioned). Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Procedures. Promptly after receipt by an indemnified party All claims for indemnification under this Section 2.7 Agreement shall be governed by the following procedures: (a) The party entitled to indemnification hereunder (the “Indemnitee”) shall promptly notify the party providing indemnification hereunder (the “Indemnitor”) in writing, in reasonable detail, of any Environmental Claims which may give rise to the right to indemnification hereunder, it being understood that if the Indemnitor does not receive notice of any such Claim known to the commencement Indemnitee, and as to which the Indemnitee is entitled to indemnification hereunder, in time to contest the determination of any action (including any governmental action)such liability, such indemnified party will, if a claim in the Indemnitor shall not be obligated to indemnify the Indemnitee with respect thereof is to be made against any indemnifying party under this Section 2.7, deliver thereto to the indemnifying party extent losses are incurred as a result of such failure. The Indemnitee shall not admit any liability with respect to, or settle, compromise, or discharge any matter subject to indemnification without the Indemnitor’s prior written notice consent, which shall consent not be unreasonably withheld. (b) The Indemnitor shall have the right, without the consent of the commencement thereof Indemnitee, to settle all indemnifiable matters related solely to monetary claims by third parties which are susceptible to being settled, and to defend through counsel of its own choosing, at its own expense, any action which may be brought by a third party in connection therewith, provided, however, that the indemnifying party Indemnitee shall have the right to have its counsel participate inin such defense at its own expense and that as a condition to any settlement, andthe Indemnitee is unconditionally released with respect to such matter; provided, further, if any such claim, action, proceeding, or investigation involves both Indemnitors and an Indemnitee, and such Indemnitee has reasonably concluded that there may be legal defenses available to it which are different from, additional to, or inconsistent with those available to Indemnitors, then the extent Indemnitee has the indemnifying party so desiresright to select separate counsel to participate in the investigation and defense of and response to such claim, jointly action, proceeding or investigation on its own behalf at Indemnitors’ expense. (c) Indemnitor and Indemnitee shall keep each other informed of all settlement negotiations with third parties. Indemnitor and Indemnitee shall permit each other reasonable access to books and records and otherwise cooperate with all reasonable requests of each other in connection with any other indemnifying party similarly noticedindemnifiable matter resulting from a claim by a third party. (d) Notwithstanding the foregoing, if the Indemnitor fails to assume promptly (and in any event within 10 days after being notified of the claim, action, proceeding, or investigation) the defense thereof with of an Indemnitee who is entitled to indemnification under this Agreement, then such Indemnitee may contest and settle the claim, action, proceeding, or investigation at Indemnitors’ expense using counsel mutually satisfactory to the partiesselected by such Indemnitee; provided, however, that an indemnified party (together with all other indemnified parties which after any such failure by Indemnitors, no such contest need be made by such Indemnitee and settlement or full payment of any claim may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented made by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of Indemnitee without Indemnitors’ consent and without releasing Indemnitors from any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff obligations to such indemnified party of a release from all liability in respect to such claim Indemnitee under Paragraph 4 or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party5 as appropriate.

Procedures. Promptly after receipt The following procedures shall govern claims for indemnification made pursuant to Sections 10.1 and 10.3. (a) In order for a party (the "INDEMNIFIED PARTY") to be entitled to any indemnification provided for under this Agreement pursuant to Sections 10.1 or 10.3 in respect of, arising out of or involving a claim made by an any Person (other than the indemnifying party) against the indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental actiona "THIRD PARTY CLAIM"), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to must notify the indemnifying party a in writing (and in reasonable detail) of the Third Party Claim within 10 Business Days after receipt by such indemnified party of written notice of the commencement thereof and Third Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnifying party shall have the right to participate in, and, indemnification provided hereunder except to the extent the indemnifying party so desires, jointly with any other shall have been prejudiced as a result of such failure (except that the indemnifying party similarly noticedshall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, promptly following the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses (by written notice within 30 days after it receives notice from the indemnified party or at any time thereafter if a diligent and good faith defense is not being or ceases to be conducted and such conduct is not remedied within 30 days after notice in writing by the indemnifying party), to assume the defense thereof with counsel mutually satisfactory selected by the indemnifying party unless (a) the indemnifying party shall not have taken any action to defend such Third Party Claim within 30 days after assuming the defense, or (b) the indemnified party shall have reasonably concluded that there is a conflict of interest between the indemnified party and the indemnifying party in the conduct of the defense of such Third Party Claim, in which case and notwithstanding any other provision of this Section 10.6, the indemnified party shall be entitled to conduct and control the defense thereof and the reasonable fees and disbursements of such indemnified party's counsel shall be at the expense of the indemnifying party. Should the indemnifying party elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the parties; provided, however, that an indemnified party (together for any legal expenses subsequently incurred by the indemnified party in connection with all other the defense thereof; PROVIDED, HOWEVER, the indemnified parties which may be represented without conflict by one counsel) party shall have the right to retain one separate participate in the defense thereof and to employ counsel, with at its own expense, separate from the reasonable fees and expenses to be paid counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense, and if representation of such indemnified party the Third Party Claim is one that by the counsel retained its nature cannot be defended solely by the indemnifying party, the indemnified and indemnifying party would shall coordinate with respect to the defense of such matter. The indemnifying party shall be inappropriate due to actual or potential differing interests between such liable for any fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have failed to give notice of the Third Party Claim as provided above). If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and any other party represented by such counsel in such proceeding. The failure to deliver written notice (upon the indemnifying party's request) the provision to the indemnifying party within of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a reasonable time of the commencement mutually convenient basis to provide additional information and explanation of any such action, if prejudicial to its ability to defend such action, shall relieve such material provided hereunder. Whether or not the indemnifying party assumes the defense of any liability to a Third Party Claim, the indemnified party under this Section 2.7shall not admit any liability with respect to, but the omission so to deliver written notice to or settle, compromise or discharge, such Third Party Claim without the indemnifying party will party's prior written consent (which consent shall not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7be unreasonably withheld). No The indemnifying party, in if it has assumed the defense of any such claim or litigationThird Party Claim as provided in this Section 10.6, shall, except with the consent of each indemnified party, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the indemnified party's prior written consent (which consent shall not be unreasonably withheld) unless such settlement or enter into any settlement judgment (a) relates solely to monetary damages for which does not include the indemnifying party shall be responsible, (b) includes as an unconditional term thereof the giving by release of the claimant or plaintiff to such indemnified party of a release from all liability in with respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall Third Party Claim and, (c) will not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without otherwise have a material effect on the consent of the indemnifying indemnified party.

Procedures. Promptly You shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notice shall be given as soon as practicable after receipt by an indemnified party under this Section 2.7 you know of notice such claim and shall apprise the Company of the commencement nature of any action (including any governmental action), such indemnified party will, if a the claim in respect thereof and the date on which the claim is requested to be made against any indemnifying party under this Section 2.7, deliver paid. You agree not to pay the indemnifying party a written notice claim until the expiration of the commencement thereof and thirty-day period following the indemnifying party shall have date on which you notify the right to participate inCompany, and, to or such shorter period ending on the extent date the indemnifying party so desires, jointly Taxes with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim are due (the "NOTICE PERIOD"). If the Company notifies you in writing prior to the expiration of the Notice period that it desires to contest the claim, you shall: (i) give the Company any information reasonably requested by the Company relating to the claim, (ii) take such action in connection with the claim as the Company may reasonably request, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably acceptable to you, (iii) cooperate with the Company in good faith in contesting the claim, and (iv) permit the Company to participate in any proceedings relating to the claim. You shall permit the Company to control all proceedings related to the claim and, at its option, permit the Company to pursue or litigationforgo any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim. If requested by the Company, you agree either to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner and to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine; PROVIDED, HOWEVER, that, if the Company directs you to pay such claim and pursue a refund, the Company shall advance the amount of such payment to you on an after-tax and interest-free basis (the "ADVANCE"). The indemnity agreements contained Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and you shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify you in this Section 2.7 shall not apply writing prior to amounts paid in settlement the end of any loss, the Notice Period of its desire to contest the claim, damage, liability or action if such settlement is effected without the consent Company shall pay to you an additional Gross-Up Payment in respect of the indemnifying partyexcess parachute payments that are the subject of the claim, and you agree to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Procedures. Promptly (a) In order for a Parent Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement as a result of a claim or demand made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) (which notice, in any case where any Seller is an Indemnifying Party, shall be sent to the Seller Representative unless a claim is made hereunder with respect to which only the Reverence Sellers would, pursuant to the proviso set forth in Section 8.2, have any liability, in which case the Reverence Sellers will be the “Indemnifying Party” hereunder) promptly after receipt by an indemnified party such Indemnified Party of written notice of the Third Party Claim and shall provide the Indemnifying Party with such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is 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 pursuant to this Article VIII. (b) Except with respect to claims for indemnification related to Taxes, which shall be governed by Section 2.7 6.19(e), the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticedThird Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel mutually selected by the Indemnifying Party and reasonably satisfactory to the parties; providedIndemnified Party. Notwithstanding the foregoing, howeverthe Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim for equitable or injunctive relief or any claim that would impose criminal liability or damages, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) and the Indemnified Party shall have the right to retain one defend, at the expense of the Indemnifying Party, any such Third Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counselcounsel and to participate in the defense thereof, with but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that if in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to be paid by such Indemnified Party in connection with such defense. If the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in Indemnifying Party assumes the defense of any such claim or litigationThird Party Claim, the Indemnified Party shall, except at the Indemnifying Party’s expense, cooperate with the consent of each indemnified partyIndemnifying Party in such defense and make available to the Indemnifying Party all witnesses, consent to entry pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any judgment or enter into any settlement which does not include as an unconditional term thereof Third Party Claim, 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 indemnity agreements contained in this Section 2.7 Indemnifying Party shall not apply to amounts paid in settlement of any lossnot, claim, damage, liability or action if such settlement is effected without the prior written consent of the indemnifying partyIndemnified Party (which consent will not be unreasonably conditioned, withheld or delayed), agree to any settlement, compromise or discharge of such Third Party Claim that (i) involves a finding or admission of wrongdoing or any violation of Law or any violation of the rights of any Person by the Indemnified Party, (ii) does not unconditionally release the Indemnified Party of liability in connection with such Third Party Claim or (iii) imposes any equitable or other non-monetary remedies or obligations on the Indemnified Party, other than customary confidentially obligations. (c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that (i) does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party or (ii) is a claim related to Taxes, which shall be governed by Section 6.19(e), the Indemnified Party shall deliver notice of such claim promptly to the Indemnifying Party.

Procedures. Promptly 7.4.1. A party seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any third party against the Indemnified Party (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to the Party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by an indemnified party under this Section 2.7 such Indemnified Party of notice of the commencement 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 not release the Indemnifying Party from any of any action (including any governmental action)its obligations under this Article 7, except to the extent that the Indemnifying Party is materially prejudiced by such indemnified party will, if a claim failure. 7.4.2. If the Indemnifying Party acknowledges in respect thereof is writing its obligation to be made indemnify the Indemnified Party against any indemnifying party under this Section 2.7, deliver and all Losses that may result from a Third Party Claim that is exclusively for civil monetary damages at law pursuant to the indemnifying party a written notice terms of this Agreement, the commencement thereof and the indemnifying party Indemnifying Party shall have the right to participate inright, and, upon written notice to the extent Indemnified Party within fifteen (15) days of receipt of a Claim Notice from the indemnifying party so desires, jointly with any other indemnifying party similarly noticedIndemnified Party in respect of such Third Party Claim, to assume the defense thereof at the sole expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel mutually selected by the Indemnifying Party and reasonably satisfactory to the parties; providedIndemnified Party. Notwithstanding the foregoing, howeverthe Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim for equitable or injunctive relief or any claim that would impose criminal liability or damages, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) and the Indemnified Party shall have the right to retain one separate counseldefend, with at the reasonable expense of the Indemnifying Party, any such Third Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 7.4.2, the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the employment of such counsel 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, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment: (a) involves a finding or admission of wrongdoing, (b) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim, and/or (c) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. 7.4.3. 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 paid by collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the indemnifying partyIndemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, if representation of and shall provide the Indemnifying Party with such indemnified party by information with respect thereto as the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedingIndemnifying Party may reasonably request. The failure to deliver written notice a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 7, except to the indemnifying party within a reasonable time of extent that the commencement of any Indemnifying Party is materially prejudiced by such action, if prejudicial to its ability to defend such action, failure and shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of the Indemnifying Party from any other obligation or liability that it may have to any indemnified party otherwise than under the Indemnified Party pursuant to this Section 2.7Article 7. No indemnifying party, in If the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which Indemnifying Party does not include as an unconditional term thereof notify the giving 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 claimant 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 Loss specified in such Claim Notice 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 plaintiff to such indemnified party waiver of a release from all liability in respect to such the Indemnified Party’s claim or litigationfor the difference. 7.4.4. The indemnity agreements contained in this Section 2.7 Indemnifying Party shall not apply be entitled to amounts paid in settlement of require that any loss, claim, damage, liability action be made or brought against any other Entity before action if such settlement is effected without brought or claim is made against it hereunder by the consent of the indemnifying partyIndemnified Party.

Procedures. Promptly after Any party entitled to indemnification under this Article XI (each an “Indemnified Party”) shall promptly upon its discovery of facts or circumstances giving rise to a claim for indemnification, including receipt by an indemnified party under this Section 2.7 it of notice of any demand, assertion, claim or Action by any third party (such third party Actions being collectively referred to herein as “Third-Party Claims”), give notice thereof (the commencement of any action “Claim Notice”) to the Person or Persons obligated to provide indemnification under this Article XI (including any governmental actioneach an “Indemnifying Party”), such indemnified party will, if a claim notice in respect thereof is any event to be made against any indemnifying party under this Section 2.7, deliver given within thirty (30) days from the date the Indemnified Party obtains actual knowledge of the basis or alleged basis for the right of indemnity or such shorter period as may be necessary to avoid material prejudice to the indemnifying party Indemnifying Party. In providing any Claim Notice to the Indemnifying Party of any Third-Party Claim, the Indemnified Party shall provide the Indemnifying Party with a written copy of such Third-Party Claim or other documents received and shall otherwise make available to the Indemnifying Party all relevant information material to the defense of such claim and within the Indemnified Party’s possession. The Indemnifying Party shall have the right, by notice given to the Indemnified Party within fifteen (15) days after the date of the commencement thereof Claim Notice, to assume and control the defense of the Third-Party Claim that is the subject of such Claim Notice, including the employment of counsel selected by the Indemnifying Party after consultation with the Indemnified Party, and the indemnifying party Indemnifying Party shall pay all expenses of, and the Indemnified Party shall cooperate fully with the Indemnifying Party in connection with, the conduct of such defense. The Indemnified Party shall have the right to employ separate counsel in any such Action and to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume in (but not control) the defense thereof with of such Third-Party Claim, but the fees and expenses of such counsel mutually satisfactory to shall be borne by the partiesIndemnified Party unless the Indemnifying Party shall agree otherwise; provided, however, if the named parties to any such Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, the Indemnifying Party requires that an indemnified party (together with all other indemnified the same counsel represent both the Indemnified Party and the Indemnifying Party, and representation of both parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the same counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party them, then the Indemnified Party shall have the right to retain its own counsel at the cost and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time expense of the commencement of any such action, if prejudicial Indemnifying Party. If the Indemnifying Party shall have failed to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assume the defense of any such claim or litigation, shall, except Third-Party Claim in accordance with the provisions of this Section 11.4, then the Indemnified Party shall have the absolute right to control the defense of such Third-Party Claim, and if and when it is finally determined that the Indemnified Party is entitled to indemnification from the Indemnifying Party hereunder, the fees and expenses of the Indemnified Party’s counsel shall be borne by the Indemnifying Party, provided that the Indemnifying Party shall be entitled, at its expense, to participate in (but not control) such defense. The Indemnifying Party shall have the right to settle or compromise any such Third-Party Claim for which it is providing indemnity so long as such settlement does not impose any obligations on the Indemnified Party (other than to provide releases related to the Third-Party Claim). The Indemnifying Party shall not be liable for any settlement effected by the Indemnified Party without the Indemnifying Party’s consent of each indemnified partyexcept where the Indemnified Party has assumed the defense because the Indemnifying Party has failed or refused to do so. The Indemnifying Party may assume and control, consent to entry or bear the costs, of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party defense of a release from all liability in respect Third Party Claim subject to its reservation of a right to contest the Indemnified Party’s right to indemnification hereunder, provided that it gives the Indemnified Party notice of such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent reservation within fifteen (15) days of the indemnifying partydate of the Claim Notice.

Procedures. Promptly Within ten (10) Business Days after receipt by an indemnified party under this Section 2.7 of notice the completion of the commencement selection of any action the arbitration tribunal in accordance with Section 29.4 (including any governmental actionthe “Arbitration Tribunal”), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, each of CLI and LCC shall deliver to the indemnifying party Arbitration Tribunal and to each other a written notice setting forth each issue (the “Arbitration Tribunal Issue”) to be presented to the panel and the resolution of each Arbitration Tribunal Issue that it wishes the panel to reach on a word for word basis (a “Decision Proposal”), together with any information that it wishes for the panel to consider in connection with its resolution of the commencement thereof Arbitration Tribunal Issues. Within ten (10) Business Days after the providing of the Decision Proposals, a hearing of the Arbitration Tribunal with the Parties (the “Hearing”) shall take place at a mutually acceptable time and place. At such time, the indemnifying party Parties shall have the right opportunity to participate indiscuss fully between themselves and the Arbitration Tribunal, andthe content of such Decision Proposal and the information presented by both Parties in connection therewith. Each Party shall have the opportunity to modify their respective Decision Proposals in any manner such Party wishes for any reason, including in reaction to the extent information presented at such Hearing. Any such modifications shall be discussed so that when a Party changes its Decision Proposal, it shall do so with full knowledge of the indemnifying party so desirescontent of the other Party’s revised Decision Proposal. The finalization of such Decision Proposals shall take place at such Hearing unless the Parties agree otherwise. Except as otherwise set forth herein, jointly the Arbitration Tribunal shall render its decision within five (5) Business Days after the Hearing. In reaching such decision with respect to each Arbitration Tribunal Issue, the Arbitration Tribunal shall be required to select the resolution with respect to such Issue set forth in the Decision Proposal by one of the Parties, and shall have no authority to reach any other indemnifying party similarly noticedresolution not set forth in the Decision Proposal by one of the Parties. The Parties shall be entitled to no period for discovery, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that the Arbitration Tribunal may permit document discovery upon a showing of good cause. All direct testimony shall be offered by way of affidavit. The Party submitting an indemnified party affidavit shall make the affiant available for cross-examination before the Arbitration Tribunal. The Parties waive any Claim to any Damages excluded by Section 21.6 and the Arbitration Tribunal is specifically divested of any power to award such Damages. All decisions of the Arbitration Tribunal shall be pursuant to a majority vote. Any interim or final award shall be rendered by written decision. The judgment of the Arbitration Tribunal shall be final and binding (together with all other indemnified parties which i.e., not subject to appeal) on the Parties, and an arbitration award may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual entered in any state or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyfederal court having jurisdiction thereof.

Procedures. Promptly after receipt The parties hereto shall not be deemed to have agreed to determination of any dispute arising out of this Lease by an indemnified party arbitration unless determination in such manner shall have been specifically and unequivocally provided for in this Lease. Any arbitration applicable under this Section 2.7 of notice Lease shall be final and binding on the parties and shall be conducted in accordance with the rules of the commencement of any action (including any governmental action)American Arbitration Association then pertaining, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiesCity; provided, however, that an indemnified party (together with all other indemnified parties which may it shall be represented without conflict conducted by one counsel) a sole arbitrator, sitting on successive days, who shall have determine the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation allocation of costs of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such arbitration proceeding. The failure prevailing party shall also be entitled to deliver written notice to interest on the indemnifying party within a reasonable time amount of the commencement award, if any, at the Default Rate. Landlord and Tenant shall, during the pendency of any such actionarbitration proceeding, if prejudicial continue to its ability perform their obligations hereunder (without prejudice to defend such actiontheir respective positions), shall relieve such indemnifying party including without limitation, with respect to Tenant, the timely payment of any liability to the indemnified party all items of Fixed Rent and Additional Rent. Any arbitrator acting under this Section 2.725.01 in connection with any matter shall (a) be experienced in the field to which the dispute relates, but (b) have been actively engaged in such field for a period of at least ten (10) years before the omission so date of his or her appointment as arbitrator hereunder, (c) be sworn fairly and impartially to deliver written notice to the indemnifying party will perform his or her respective duties as an arbitrator, (d) not relieve it be an employee or past employee of Landlord or Tenant or of any liability that it may affiliate of Tenant or of Landlord and (e) never have represented or been retained for any reason whatsoever by Landlord or Tenant or any affiliate of Tenant or of Landlord (unless both Landlord and Tenant waive the requirement set forth in this clause (e) in writing). If the parties are unable to any indemnified agree on the sole arbitrator within ten (10) Business Days after submission of a dispute to arbitration, then each party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with within five (5) Business Days after expiration of such ten (10) Business Day period, select an arbitrator satisfying the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof foregoing requirements and the giving by two selected arbitrators shall jointly select the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigationsole arbitrator within five (5) Business Days after their appointment. The indemnity agreements contained in obligations of Landlord and Tenant under the provisions of this Section 2.7 Article 25 shall not apply to amounts paid in settlement of any loss, claim, damage, liability survive the expiration or action if such settlement is effected without the consent earlier termination of the indemnifying partyTerm.

Procedures. (a) Promptly after receipt by any NexVerse Indemnified Person or any Seller Indemnified Person (each, as applicable, an indemnified party under this Section 2.7 "Indemnified Person") of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect of which the Indemnified Person will seek indemnification hereunder, the Indemnified Person shall notify the Sellers or NexVerse (each, as applicable, an "Indemnifying Party") thereof is to be made against in writing, but any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, so notify an Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of from any liability that it may have to any indemnified party otherwise than under this Section 2.7the Indemnified Person except to the extent the Indemnifying Party shall be materially prejudiced by such failure. No indemnifying party, The Indemnifying Party shall be entitled to participate in the defense of such action and to assume control of such defense with counsel reasonably acceptable to the Indemnified Person; provided, however, that: (i) the Indemnified Person shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Person before entering into any settlement of such claim or litigationceasing to defend against such claim, shallif, except with pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief would be imposed against the consent Indemnified Person or would otherwise restrict the future activity or conduct of each indemnified party, the Indemnified Person; and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party each Indemnified Person of a release from all liability in respect of such claim. (b) If the Indemnifying Party does not assume control of the defense of such claims by promptly notifying the Indemnified Person of such assumption, the Indemnified Person shall have the right to defend such claim or litigationin such manner as it may deem appropriate at the cost and expense of the Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Person therefor in accordance with the terms hereof. The indemnity agreements contained in reimbursement of fees, costs and expenses required by this Section 2.7 8.03 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without be made by periodic payments during the consent course of the indemnifying partyinvestigation or defense, as and when bills are received or expenses incurred.

Procedures. Promptly after receipt by an indemnified party (a) An Indemnified Person that has (or believes that it has) a claim for indemnification under this Section 2.7 of Article 6, other than a claim for indemnification that involves a Third Party Claim, shall give written notice to Parent or the Stockholder Committee (as the representative of the commencement former stockholders of any action the Company (including any governmental actionother than Dissenting Shares) and Option Holders), such indemnified party willas applicable (each, if an "INDEMNIFYING PARTY", as applicable) (a claim "CLAIM NOTICE"), requesting indemnification and describing in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, reasonable detail to the extent then known the indemnifying party so desiresnature of the indemnification claim being asserted by the Indemnified Person, jointly providing therein an estimate of the amount of Losses attributable to the claim to the extent feasible (which estimate may be but shall not necessarily be conclusive of the final amount of such claim), and also providing therein the basis for and factual circumstances surrounding the Indemnified Person's request for indemnification under this Article 6. The Indemnifying Person shall, within thirty (30) days after its receipt of a Claim Notice, notify the Indemnified Person in writing as to whether the Indemnifying Person admits or disputes the claim described in the Claim Notice. If the Indemnifying Person gives written notice that it admits the indemnification claim described in such Claim Notice, then the Indemnified Person shall be entitled to indemnification pursuant to the provisions of this Article 6, and subject to the limitations hereof, with respect to the estimated amount of Losses stated in the Claim Notice. If the Indemnifying Person notifies the Indemnified Person in writing that it disputes such claim for indemnification, or that it admits the entitlement of the Indemnified Person to indemnification under this Article 6 with respect thereto but disputes the amount of the Losses in connection therewith, or if the Indemnifying Person fails to notify the Indemnified Person within such thirty (30) day period that it either admits or disputes such claim for indemnification, then in either of such cases the indemnification claim described in the Claim Notice shall be a disputed indemnification claim that must be resolved by settlement between the Indemnified Person and the Indemnifying Person, or by proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Person or the Indemnified Person, or by any other indemnifying party similarly noticedmutually agreeable method. Payment of all amounts determined pursuant to this Section 6.4(a) to be owed to a Parent Indemnified Person shall be made by the Indemnification Escrow Agent, to assume upon the defense thereof written instruction for the making of such payment by both the Stockholder Committee and Parent, within ten (10) days after (i) the making of a binding settlement approved by the Stockholder Committee and Parent, or (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with counsel mutually satisfactory respect thereto, or (iii) the final and nonappealable determination of such liability and amount by any other resolution method undertaken pursuant to the parties; provided, however, that an indemnified party (together with mutual written agreement of the Parent and the Stockholder Committee. Payment of all other indemnified parties which may be represented without conflict by one counselamounts determined pursuant to this Section 6.4(a) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid owed to a Stockholder Indemnified Person shall be made by Parent within ten (10) days after (i) the making of a binding settlement approved by the indemnifying partyStockholder Indemnified Person, the Stockholder Committee and Parent, or (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such liability and amount by any other resolution method undertaken pursuant to the mutual written agreement of the Stockholder Indemnified Person, the Parent and the Stockholder Committee. AGREEMENT AND PLAN OF MERGER PAGE 42 INDS01 RKIXMILLER 644669v6 (b) If a claim is asserted against an Indemnified Person by a person other than a party to this Agreement and is based on factual allegations which, if representation true, would entitle the Indemnified Person to indemnification under Section 6.2(a) and (b) taken together or 6.3(a) and (b) taken together (any such claim is a "THIRD PARTY CLAIM"), the Indemnified Person against whom the Third Party Claim is asserted shall give written notice (a "CLAIM NOTICE") to the Indemnifying Person of the assertion of such indemnified party Third Party Claim, describing in such notice in reasonable detail to the extent then known the nature of the Third Party Claim and the factual basis and circumstances surrounding same and estimating the amount of Losses attributable to such Third Party Claim to the extent feasible (which estimate shall not be conclusive of or binding as to the final amount of such indemnification claim). A copy of all papers served on or received by the counsel retained by Indemnified Person with respect to such Third Party Claim, if any, shall be attached to the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedingClaim Notice. The failure of an Indemnified Person to properly deliver written notice a Claim Notice to the indemnifying party within a reasonable time Indemnifying Person shall not defeat or prejudice the indemnification rights under this Article 6 of such Indemnified Person with respect to the commencement of any such action, if related Third Party Claim unless and except to the extent that the resulting delay is materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim the Third Party Claim or litigation, shall, except with the consent amount of each indemnified party, consent to entry Losses associated therewith. Within fifteen (15) days after receipt of any judgment Claim Notice with respect to a Third Party Claim (the "ELECTION PERIOD"), the Indemnifying Person shall notify the Indemnified Person who provided the Claim Notice in writing that the Indemnifying Person either (i) disputes the right of the Indemnified Person to indemnification under this Article 6 with respect to that Third Party Claim, or (ii) admits the right of the Indemnified Person to indemnification under this Article 6 with respect to Losses arising in connection with that Third Party Claim. The failure of the Indemnifying Person to respond to the Indemnified Person within such fifteen (15) day period after receipt of a Claim Notice by the shall be deemed to constitute a response by the Indemnifying Person that it denies the right of such Indemnified Person to indemnification under this Article 6 with respect to that Third Party Claim. (c) If the Indemnifying Person admits that an Indemnified Person is entitled to indemnification under this Article 6 with respect to a Third Party Claim, then in such event (i) the Indemnifying Person shall vigorously defend the Third Party Claim with counsel approved by the Indemnified Person (which approval shall not be unreasonably withheld), and (ii) the Indemnifying Person shall not enter into any settlement which does not include as an unconditional term thereof of 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 indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if Third Party Claim unless such settlement is effected without approved in writing by the consent Indemnified Person (which approval may not be unreasonably withheld or delayed). (If the Stockholder Committee is the Indemnifying Person defending a Third Party Claim, the costs and expenses of such defense shall be payable by (or the Stockholder Committee shall be entitled to reimbursement therefor upon demand to) the Indemnification Escrow Agent from the funds held pursuant to the Indemnification Escrow Agreement, and Parent and the Stockholder Committee shall each so instruct the Indemnification Escrow Agent in writing to that effect.) If the Indemnifying Person disputes the right of the indemnifying partyIndemnified Person to indemnification under this Article 6 with respect to the Third Party Claim described in a Claim Notice, then in such event (i) the Indemnified Person may defend the Third Party Claim with counsel of its choice and may enter into a settlement thereof without seeking or obtaining approval of the Indemnifying Person as to counsel employed or for the making of such settlement, and (ii) the amount of Losses incurred by AGREEMENT AND PLAN OF MERGER PAGE 43 INDS01 RKIXMILLER 644669v6 the Indemnified Person in connection with such Third Party Claim, and the Indemnified Person's right to indemnification under this Article 6 with respect thereto, shall be a disputed indemnification claim to be resolved by settlement between the Indemnifying Person and the Indemnified Person, or by appropriate proceedings in any court of competent jurisdiction. Payment of all amounts determined pursuant to this subsection (c) to be owed to a Parent Indemnified Person shall be made by the Indemnification Escrow Agent, upon the written instruction for the making of such payment by both the Stockholder Committee and Parent, within ten (10) days after (i) the making of a binding settlement approved in writing by the Stockholder Committee and the Parent Indemnified Person, or (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such liability and amount by any other resolution method undertaken pursuant to the mutual written agreement of the Stockholder Committee and the Parent Indemnified Person. Payment of all amounts determined pursuant to this subsection (c) to be owed to a Stockholder Indemnified Person shall be made by Parent, within ten (10) days after (i) the making of a binding settlement, or (ii) the expiration of all appeal rights from a final adjudication of a court of competent jurisdiction with respect thereto, or (iii) the final and nonappealable determination of such liability and amount by any other resolution method undertaken pursuant to the mutual written agreement of Parent and the Stockholder Indemnified Person.

Procedures. Promptly (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person, other than the Seller and its Affiliates and the Buyer, against the Indemnified Party, other than a Mirror Claim (a “Third Party Claim”), such Indemnified Party shall deliver notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”) promptly after receipt by an indemnified party such Indemnified Party of written notice of the Third Party Claim, but in no event later than the Claims Deadline, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide as part of the initial written notice of claim, the information set forth in the preceding sentence shall not invalidate the effectiveness of the written notice, provided such information is delivered in a reasonable time period thereafter. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 2.7 Article 10 except to the extent that the Indemnifying Party is prejudiced by such failure. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense 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 action (including Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any governmental action)Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to compromise, settle or discharge, such indemnified party will, if Third Party Claim without the Indemnifying Party’s prior written consent unless the Indemnifying Party withdraws from the defense of such Third Party Claim or unless a claim in respect thereof final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnifying Party does not assume the defense of any such claims or proceeding pursuant to be made against any indemnifying party under this Section 2.710.4 and the Indemnified Party proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, deliver to then the indemnifying party a Indemnified Party shall give the Indemnifying Party prompt written notice of the commencement thereof and the indemnifying party Indemnifying Party shall have the right to participate inin the settlement or assume or reassume the defense of such claims or proceeding. The Indemnifying Party and its counsel shall keep the Indemnified Party fully advised as to its conduct of such defense or settlement, andand shall not compromise or settle such Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless such settlement or compromise does not subject the Indemnified Party to any monetary liability, includes a complete, unconditional release of the Indemnified Party from all liability with respect to such Third Party Claim, and does not constitute an acknowledgement or acceptance by the Indemnified Party of fault, culpability or responsibility of any kind. Notwithstanding the Indemnifying Party’s election to defend against or settle the Third Party Claim, the Indemnified Party may, upon written notice to the extent Indemnifying Party, elect to employ its own counsel and participate at its own cost in such defense if (i) the indemnifying party so desiresThird Party Claim is made also against the Indemnifying Party and the Indemnified Party determines in good faith that joint representation would be inappropriate and (ii) the Indemnified Party determines in good faith that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with, jointly with any other indemnifying party similarly noticeddifferent from, or in addition to assume the defense thereof with counsel mutually satisfactory one or more of those that may be available to the partiesIndemnifying Party with respect to such Third Party Claim; provided, however, that an indemnified party the participation in the defense or settlement of a Third Party Claim by the Indemnified Party pursuant to this sentence shall not relieve the Indemnifying Party of its obligation to indemnify and hold the Indemnified Party harmless. (together with all other indemnified parties which may be represented without conflict by one counselc) shall In the event any Indemnified Party should have the right to retain one separate counsel, with the reasonable fees and expenses a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim (including any Mirror Claim) being asserted against or sought to be paid by collected from such Indemnified Party, the indemnifying party, if representation Indemnified Party shall deliver notice of such indemnified party by claim to the counsel retained by Indemnifying Party no later than the indemnifying party would be inappropriate due Claims Deadline, describing in reasonable detail the facts giving rise to actual any claim for indemnification hereunder, the amount or potential differing interests between method of computation of the amount of such indemnified party claim (if known) and any such other party represented by such counsel in such proceedinginformation with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver provide as part of the initial written notice to of claim the indemnifying party within information set forth in the preceding sentence shall not invalidate the effectiveness of the written notice provided the information is provided in a reasonable time period thereafter. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 10 except to the commencement extent that the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of notice of any claim pursuant to this Section 10.4(c) to (i) agree to the amount or method of determination set forth in such actionclaim and to pay such amount to such Indemnified Party or (ii) provide the Indemnified Party with notice (a “Dispute Notice”) that it disagrees with the amount or method of determination set forth in such claim. If the Indemnifying Party has timely delivered a Dispute Notice, the Indemnifying Party and the Indemnified Party shall, during a period 30 days from the Indemnified Party’s receipt of such Dispute Notice, negotiate to achieve resolution of such dispute and, if prejudicial to its ability to defend not resolved through negotiations, such action, dispute shall relieve such indemnifying party of any liability to the indemnified party under this be resolved as provided in Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party12.9.

Procedures. Promptly after receipt In any case under this Agreement where the Stockholders have indemnified the Buyer against any claim or legal action, indemnification shall be provided in accordance with the procedure outlined below: (a) Provided that prompt notice is given by an the Buyer of a claim or suit for which indemnification might be claimed, unless the failure to provide such notice does not prejudice the interests the Stockholders, the Stockholders promptly will defend, contest, or otherwise protect against any such claim or suit at their own cost and expense. (b) The Buyer may, but will not be obligated to, participate at its own expense in a defense thereof by counsel of its own choosing, but the Stockholders shall be entitled to control the defense unless the Buyer has relieved the Stockholders from liability with respect to the particular matter, provided that the Stockholders may only settle or compromise the matter subject to indemnification without the consent of the Buyer if such settlement includes a complete release of the Buyer as to the matters in dispute and provided further that the indemnified party under this Section 2.7 of notice of will not unreasonably withhold consent to any settlement or compromise that requires its consent. (c) In the commencement of any action (including any governmental action)event the Stockholders fail to timely defend, such indemnified party willcontest, if a claim in respect thereof is to be made or otherwise protect against any indemnifying party under this Section 2.7such claim or suit, deliver to the indemnifying party a written notice of Buyer may, but will not be obligated to, defend, contest, or otherwise protect against the commencement same, and make any compromise or settlement thereof and recover the indemnifying party shall have entire costs thereof from the right to participate inStockholders, andon a pro rata basis, to including reasonable attorneys' fees, disbursements and all amounts paid as a result of such claim or suit or the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the partiescompromise or settlement thereof; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have if the right to retain one separate counsel, with Stockholders undertake the reasonable fees and expenses to be paid by the indemnifying party, if representation defense of such indemnified party by matter, the counsel retained by Buyer shall not be entitled to recover from the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to Stockholders for its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, costs incurred in the defense thereof other than the reasonable costs of investigation undertaken by the Buyer and reasonable costs of providing assistance. (d) The Buyer shall cooperate and provide such assistance as the Stockholders may reasonably request in connection with the defense of the matter subject to indemnification and in connection with recovering from any third parties amounts that the Stockholders may pay or be required to pay by way of indemnification hereunder. The Buyer shall be required to file a claim with its insurers as to any matter subject to indemnification that is covered by insurance; provided, however, that neither the filing of any such claim nor the insurer's rejection thereof in whole or litigation, shall, except in part shall be a condition to the Stockholders' obligations under this Article IX. The Buyer shall protect its position with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained any matter that may be the subject of indemnification hereunder in this Section 2.7 shall not apply to amounts paid in settlement of the same manner as it would any loss, claim, damage, liability or action if such settlement similar matter where no indemnification is effected without the consent of the indemnifying partyavailable.

Procedures. Promptly after receipt by an indemnified party In the event any demands or claims are asserted against a Purchaser Indemnified Party or any actions, suits or proceedings are commenced against a Purchaser Indemnified Party for which Shareholder is obligated to indemnify a Purchaser Indemnified Party under this Section 2.7 of 9.01, then the Purchaser Indemnified Party shall give prompt notice of the commencement of any action (including any governmental action)thereof to Shareholder, such indemnified party will, if with a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver copy to the indemnifying party a written notice Escrow Agent, in order to permit Shareholder the necessary time to evaluate the merits of such demand, claim, action, suit or proceeding and defend, settle or compromise the commencement thereof and the indemnifying party same so that Shareholder's interests are not materially prejudiced. Within thirty (30) calendar days after such notice, Shareholder shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within Purchaser Indemnified Party with counsel chosen by Shareholder and reasonably acceptable to the Purchaser Indemnified Party. The Shareholder shall not be liable for any costs or expenses incurred by a reasonable time of Purchaser Indemnified Party in connection with any demand, claim, action, suit or proceeding for which Shareholder is obligated to indemnify the commencement Purchaser Indemnified Party under this Section 9.01, provided that the Shareholder Representative shall have assumed the defense thereof in accordance with this Section 9.01. The Purchaser Indemnified Parties shall be entitled to participate in (but not control) the defense of any such action, if prejudicial to with its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will counsel and at its own expense. If Shareholder does not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assumes the defense of any such claim or litigationlitigation resulting therefrom in a timely fashion, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of (a) a release from all liability in respect to Purchaser Indemnified Party may defend against such claim or litigation. The indemnity agreements contained , in this Section 2.7 shall such manner as it may deem appropriate, at Shareholder's expense, including, but not apply to amounts paid in settlement of any losslimited to, claimsettling such claim or litigation, damage, liability or action if such settlement is effected without the consent after giving notice of the indemnifying partysame to Shareholder, on such terms as such Purchaser Indemnified Party may deem appropriate, and (b) Shareholder shall be entitled to participate in (but not control) the defense of such action, with its own counsel and at its own expense.

Procedures. Promptly after receipt If any proceedings are instituted or any claim or demand is asserted by an any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party under this Section 2.7 of shall promptly cause written notice (the "Notice") of the commencement assertion of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is or demand to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice party; provided, however, that the failure of the commencement thereof indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right to participate inright, andat its option and expense, to the extent defend against, negotiate, or settle any such claim or demand, and if the indemnifying party so desiresexercises that option, jointly with any other the indemnifying party similarly noticed, to assume shall not be liable for the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by incurred after the indemnifying party, if representation of such indemnified party by the counsel retained by date the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to notifies the indemnified party under this Section 2.7, but of such exercise by a counsel employed by the omission so to deliver written notice to the indemnified party. An indemnifying party will may not relieve it settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of any liability that it may have to any the indemnified party otherwise unless such settlement requires no more than under this Section 2.7a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. No An indemnifying party, in the defense party shall not be liable for any settlement of any such claim or litigationdemand effected without its prior written consent (which consent shall not be unreasonably withheld, shall, except with conditioned or delayed). In the consent of each indemnified party, consent event that the indemnifying party shall fail to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof respond within seven (7) days after the giving by of the claimant or plaintiff to such Notice, then the indemnified party of a release from all liability may retain counsel and conduct the defense thereof as it may, in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any lossits sole discretion, claimdeem proper, damage, liability or action if such settlement is effected without at the consent sole cost and expense of the indemnifying party. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. Promptly (a) Certificates which represent shares of Seller Common Stock that are outstanding immediately prior to the Effective Time (each, in each case, a "Certificate") and are converted into shares of Buyer Common Stock ----------- pursuant to this Article II shall, after receipt the Effective Time, be deemed to represent shares of the Buyer Common Stock into which such shares have been converted and shall be exchangeable by the holders thereof in the manner provided in the transmittal materials described below for new certificates representing the shares of Buyer Common Stock into which such shares have been converted. (b) Buyer shall use all reasonable efforts to cause the Exchange Agent to send to each holder of record of shares of Seller Common Stock outstanding at the Effective Time as promptly as practicable, and in any event within three days after the Effective Time, transmittal materials (which shall be reviewed with and be reasonably acceptable to Seller) for use in exchanging the Certificates for such shares for certificates for shares of Buyer Common Stock into which such shares of Seller Common Stock have been converted pursuant to this Article II. Upon surrender of a Certificate, together with a duly executed letter of transmittal and any other required documents, the holder of such Certificate shall be entitled to receive, in exchange therefor, a certificate for the number of shares of Buyer Common Stock to which such holder is entitled, and such Certificate shall forthwith be canceled. No dividend or other distribution payable after the Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof surrenders such Certificate in accordance with the provisions of this Article II and the transmittal materials, at which time such holder shall receive all dividends and distributions, without interest thereon, previously payable but withheld from such holder pursuant hereto. After the Effective Time, there shall be no transfers on the stock transfer books of Seller of shares of Seller Common Stock which were issued and outstanding at the Effective Time and converted pursuant to the provisions of this Article II. If, after the Effective Time, Certificates are presented for transfer to Seller, they shall be canceled and exchanged for the shares of Buyer Common Stock deliverable in respect thereof as determined in accordance with the provisions and procedures set forth in this Article II. (c) In lieu of the issuance of fractional shares of Buyer Common Stock pursuant to Section 2.09(a) hereof, cash adjustments, without interest, will be paid to the holders of Seller Common Stock in respect of any fractional share that would otherwise be issuable and the amount of such cash adjustment shall be equal to an indemnified party amount in cash determined by multiplying such holder's fractional interest by the Average Closing Price (rounded up to the nearest cent). For purposes of determining whether, and in what amounts, a particular holder of Seller Common Stock would be entitled to receive cash adjustments under this Section 2.7 2.11(c), shares of notice record held by such holder and represented by two or more Certificates shall be aggregated. (d) After the Effective Time, holders of Seller Common Stock shall have no rights as stockholders of Seller, other than (i) to receive shares of Buyer Common Stock into which such shares of Seller Common Stock have been converted and fractional share payments, if any, pursuant to the provisions of Section 2.11(c) above and (ii) the rights afforded to any Dissenting Holder under applicable provisions of the commencement MBCL. (e) Notwithstanding the foregoing, neither Buyer nor Seller nor any other person shall be liable to any former holder of shares of Seller Common Stock for any action shares or any dividends or distributions with respect thereto properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (including f) In the event any governmental action)Certificate shall have been lost, stolen or destroyed, upon receipt of appropriate evidence as to such indemnified party willloss, theft or destruction and to the ownership of such Certificate by the person claiming such Certificate to be lost, stolen or destroyed, and the receipt by Buyer of appropriate and customary indemnification, Buyer will issue in exchange for such lost, stolen or destroyed Certificate shares of Buyer Common Stock and the fractional share payment, if a claim any, deliverable in respect thereof as determined in accordance with this Article II. (g) If any certificate representing shares of Buyer Common Stock is to be made against any indemnifying party under this Section 2.7issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, deliver it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer (including, but not limited to, that the signature of the transferor shall be properly guaranteed by a commercial bank, trust company or member firm of the NYSE, and that the person requesting such exchange shall pay to the indemnifying party a written notice Exchange Agent in advance any transfer or other taxes required by reason of the commencement thereof and issuance of a certificate representing shares of Buyer Common Stock in any name other than that of the indemnifying party registered holder of the Certificate surrendered, or required for any other reason, or shall have the right to participate in, and, establish to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time satisfaction of the commencement of any Exchange Agent that such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will tax has been paid or is not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partypayable.

Procedures. Promptly after receipt by If, with respect to a third party, an indemnified party event occurs or is alleged to have occurred and Executive asserts that the Company has become obligated to provide indemnification to him under this Section 2.7 of notice of the commencement of any action Exhibit A (including any governmental actionan “Indemnity Claim”), Executive (the “Indemnitee”) shall give written notice to the Company (the “Indemnitor”). The failure to so notify Indemnitor shall not, however, release Indemnitor from any obligation or liability it may have to Indemnitee under this Exhibit A except to the extent such indemnified party willfailure materially prejudices Indemnitor. Indemnitor agrees to defend, if a claim in respect thereof is to be made contest or otherwise protect Indemnitee against any indemnifying party under this Section 2.7Indemnity Claim at Indemnitor’s sole cost and expense. Indemnitee shall have the right, deliver but not the obligation, to participate at the Company’s expense in the defense thereof by counsel of Indemnitee's choice and shall in any event cooperate with and assist Indemnitor to the indemnifying party a written notice of the commencement thereof and the indemnifying party extent reasonably possible. If Indemnitor fails to timely defend, contest or otherwise protect against such Indemnity Claim, Indemnitee shall have the right to participate indo so, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; providedof his choice, howeverincluding, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have limitation, the right to retain one separate counselmake any compromise or settlement thereof, with and the reasonable fees Indemnitee shall be entitled to recover the entire cost thereof from Indemnitor, including, without limitation, attorneys' fees, disbursements and expenses all amounts paid as the result of such Indemnity Claim. Indemnitor shall be bound by any determination made as to be paid such Indemnity Claim or any compromise or settlement effected by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedingIndemnitee. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in If Indemnitor assumes the defense of any Indemnity Claim, (a) such claim will conclusively establish, for purposes of this Agreement, that the claims made in that Indemnity Claim are within the scope of and subject to indemnification hereunder, (b) no compromise or litigation, shall, except with the settlement of such claims may be effected by Indemnitor without Indemnitee's written consent of each indemnified party, consent to entry unless (i) there is no finding or admission of any judgment violation of federal, state, local, municipal, foreign, international, multinational or enter into other administrative order, law, ordinance, principal of common law, regulation, statute or treaty or any settlement which does not include as an unconditional term thereof violation of the giving rights of any person and no effect on any other claims that may be made against Indemnitee and (ii) the sole relief provided is monetary damages that are paid in full by the claimant or plaintiff to such indemnified party of a release from all Indemnitor; and (c) Indemnitee will have no liability in with respect to any compromise or settlement of such claim or litigationclaims effected without his written consent. The indemnity agreements Notwithstanding anything to the contrary contained in this Section 2.7 Exhibit A, if Indemnitee settles or compromises any Indemnity Claim without Indemnitor’s prior written consent, Indemnitor shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party.have no obligation for indemnification under this Exhibit A.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of notice of (a) To the commencement extent that any Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, such Pledgor shall (including to the extent provided below) take the following actions as set forth below (as promptly as practicable and, in any governmental actionevent, within 10 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors: (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), the respective Pledgor shall physically deliver such indemnified party willCertificated Security to the Pledgee, if indorsed to the Pledgee or indorsed in blank; (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a claim in respect thereof is Clearing Corporation), the respective Pledgor shall cause the issuer of such Uncertificated Security to be made against any indemnifying party under this Section 2.7duly authorize and execute, and deliver to the indemnifying party a written notice Pledgee, an agreement for the benefit of the commencement thereof Pledgee and the indemnifying party shall have Secured Creditors substantially in the right to participate in, and, form of Annex G hereto (appropriately completed to the extent satisfaction of the indemnifying party so desiresPledgee and with such modifications, jointly with any other indemnifying party similarly noticedif any, to assume the defense thereof with counsel mutually as shall be satisfactory to the partiesPledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction; (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the respective Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-115(4)(a) and (b), 9-115(1)(e) and 8-106(d) of the UCC). The Pledgor further agrees to take such actions as the Pledgee deems necessary or desirable to effect the foregoing; (iv) with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Interest credited on the books of a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate, the procedure set forth in Section 3.2(a)(ii) hereof; (v) with respect to any Note, physical delivery of such Note to the Pledgee, indorsed to the Pledgee or indorsed in blank; providedand (vi) with respect to cash, however(i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee) and (ii) deposit of such cash in such cash account. (b) In addition to the actions required to be taken pursuant to proceeding Section 3.2(a) hereof, each Pledgor shall take the following additional actions with respect to the Securities and Collateral (as defined below): (i) with respect to all Collateral of such Pledgor with respect to which the Pledgee may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York), the respective Pledgor shall take all actions as may be requested from time to time by the Pledgee so that an indemnified party "control" of such Collateral is obtained and at all times held by the Pledgee; and (together ii) each Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant States, in form covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has a security interest in all Investment Property and other indemnified parties Collateral which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid perfected by the indemnifying party, if representation filing of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice financing statements to the indemnifying party within a reasonable time maximum extent perfection by filing may be obtained under the laws of the commencement of any such actionrelevant States, if prejudicial to its ability to defend such actionincluding, shall relieve such indemnifying party of any liability to the indemnified party under this without limitation, Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent 9-115(4)(b) of the indemnifying partyUCC.

Procedures. Promptly after receipt by (a) If a Buyer Indemnified Party or Seller Indemnified Party that is entitled to seek indemnification under Section 7.3 (an indemnified party “Indemnified Party”) has a claim for indemnification under this Section 2.7 Article VII, other than a claim for indemnification that involves a Third Party Claim, it shall give written notice (a “Claim Notice”) to Seller or Buyer, as applicable (in each case, the “Indemnifying Party”), which notice shall describe in reasonable detail to the extent then known the nature of such claim and the factual basis and circumstances surrounding the same and set forth an estimate of the amount of Damages attributable to such claim. The Indemnifying Party shall, within 30 days after its receipt of a Claim Notice, notify the Indemnified Party in writing as to whether the Indemnifying Party admits or disputes the claim described in the Claim Notice. If the Indemnifying Party gives written notice that it admits the indemnification claim described in the Claim Notice, then the Indemnified Party shall be entitled to indemnification pursuant to the provisions of this Article VII, and subject to the limitations hereof, with respect to the estimated amount of Damages stated in the Claim Notice. If the Indemnifying Party notifies the Indemnified Party in writing that it disputes the claim for indemnification, or that it admits the entitlement of the Indemnified Party to indemnification under this Article VII with respect thereto but disputes the amount of the Damages in connection therewith, then in either of such cases the indemnification claim described in the Claim Notice shall be a disputed indemnification claim that must be resolved by settlement between the Indemnified Party and the Indemnifying Party or by proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Party or the Indemnified Party or by any other mutually agreeable method. (b) If an Indemnified Party receives notice of the assertion or commencement of any action claim, demand, action, suit or proceeding made or brought by any Person who or which is not a Party to this Agreement (including any governmental action), a “Third Party Claim”) against such indemnified party will, if a claim in Indemnified Party with respect thereof to which the Person against whom or which such indemnification is being sought is obligated to be made against any indemnifying party provide indemnification under this Section 2.7Agreement, deliver to the indemnifying party a Indemnified Party will give the Indemnifying Party prompt written notice thereof, but in any event not later than 10 Business Days after receipt of such written notice of such Third Party Claim (the commencement thereof “Third Party Claim Notice”). Such notice by the Indemnified Party will describe the Third Party Claim in reasonable detail, will include copies of all available material documentation, and will indicate the indemnifying party estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. Within 15 days after receipt of the Third Party Claim Notice, the Indemnifying Party shall have notify the Indemnified Party in writing that the Indemnifying Party either (i) disputes the right of the Indemnified Party to participate in, and, indemnification under this Article VII with respect to the extent Third Party Claim or (ii) admits the indemnifying party so desiresright of the Indemnified Party to indemnification under this Article VII with respect to Damages arising in connection with the Third Party Claim. The failure of the Indemnifying Party to respond to the Indemnified Party within such 15-day period after receipt of a Third Party Claim Notice shall be deemed to constitute a response by the Indemnifying Party that it disputes the right of such Indemnified Party to indemnification under this Article VII with respect to that Third Party Claim. (c) If the Indemnifying Party admits in writing that the Indemnified Party is entitled to indemnification under this Article VII with respect to a Third Party Claim, jointly with any other indemnifying party similarly noticed, to assume then in such event (i) the defense thereof Indemnifying Party shall diligently defend the Third Party Claim with counsel mutually satisfactory to approved by the partiesIndemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed) and (ii) the Indemnifying Party shall not enter into any settlement of the Third Party Claim unless such settlement is approved in writing by the Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, that an indemnified party with respect to any claim related to Taxes, such claim shall be defended by the applicable taxpayer subject to the control of the Indemnifying Party and the approval rights of the foregoing clause (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees ii). The costs and expenses to of such defense shall be paid payable by the indemnifying partyIndemnifying Party. If, if representation however, (i) the Indemnifying Party at any time fails to so conduct the defense of such indemnified party by the counsel retained by Third Party Claim or (ii) the indemnifying party Indemnified Party (A) determines in good faith that there is a reasonable probability that a proceeding may adversely affect it other than as a result of monetary damages for which it would be inappropriate due entitled to actual full indemnification under this Agreement or potential differing interests between such indemnified party (B) upon consultation with counsel has reasonably determined in its good faith judgment that joint representation by counsel for the Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written the Indemnifying Party violates or could violate applicable ethical and professional rules, then the Indemnified Party (upon notice to the indemnifying party within a reasonable time of Indemnifying Party) may participate, together with counsel for the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partyIndemnifying Party, in the defense defense, compromise or settlement of such Third Party Claims, and the reasonable costs and expenses of such participation shall be payable by the Indemnifying Party. (d) If the Indemnifying Party disputes the right of the Indemnified Party to indemnification under this Article VII with respect to the Third Party Claim described in a Third Party Claim Notice, then in such event (i) the Indemnified Party may defend the Third Party Claim with counsel of its choice; provided, however, that the Indemnified Party (x) shall diligently defend such Third Party Claim and (y) may not enter into a settlement thereof without obtaining approval of the Indemnifying Party (which approval shall not be unreasonably withheld, conditioned or delayed), unless the Indemnified Party will not be seeking indemnification for any amounts paid pursuant to such settlement thereof or for any other consequences, or such settlement would not prejudice the rights of the Indemnifying Party, and (ii) the amount of Damages incurred by the Indemnified Party in connection with such Third Party Claim shall be a disputed indemnification claim to be resolved by settlement between the Indemnifying Party and the Indemnified Party or by proceedings commenced in an appropriate court of competent jurisdiction by either the Indemnifying Party or the Indemnified Party or by any other mutually agreeable method. (e) A failure to give timely notice or to include any specified information in any notice as provided in Section 7.4(a) or 7.4(b) will not affect the rights or obligations of any such claim or litigation, shallParty hereunder, except with and only to the consent extent that, as a result of each indemnified partysuch failure, consent any Party that was entitled to entry receive such notice or information was deprived of its right to recover any judgment payment under its applicable insurance coverage or enter into any settlement which does not include was otherwise prejudiced as an unconditional term thereof the giving by the claimant or plaintiff to a result of such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyfailure.

Procedures. Promptly after receipt If any proceedings are instituted or any claim or demand is asserted by an any person not a party to this Agreement in respect of which any of the Purchaser Parties or the Seller Parties may seek indemnification pursuant to this Section 10, the indemnified party under this Section 2.7 of shall promptly cause written notice (the "Notice") of the commencement assertion of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is or demand to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice party; provided, however, that the failure of the commencement thereof indemnified party to give prompt Notice shall not relieve the indemnifying party of its obligations hereunder unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given the indemnifying party prompt Notice hereunder. Except as otherwise provided herein, the indemnifying party shall have the right to participate inright, andat its option and expense, to the extent defend against, negotiate, or settle any such claim or demand, and if the indemnifying party so desiresexercises that option, jointly with any other the indemnifying party similarly noticed, to assume shall not be liable for the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by incurred after the indemnifying party, if representation of such indemnified party by the counsel retained by date the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to notifies the indemnified party under this Section 2.7, but of such exercise by a counsel employed by the omission so to deliver written notice to the indemnified party. An indemnifying party will may not relieve it settle any such claim or demand without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of any liability that it may have to any the indemnified party otherwise unless such settlement requires no more than under this Section 2.7a monetary payment for which the indemnified party is fully indemnified or involves other matters not binding upon the indemnified party. No An indemnifying party, in the defense party shall not be liable for any settlement of any such claim or litigationdemand effected without its prior written consent (which consent shall not be unreasonably withheld, shall, except with conditioned or delayed). In the consent of each indemnified party, consent event that the indemnifying party shall fail to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof respond within ten (10) days after the giving by of the claimant or plaintiff to such Notice, then the indemnified party of a release from all liability may retain counsel and conduct the defense thereof as it may, in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any lossits sole discretion, claimdeem proper, damage, liability or action if such settlement is effected without at the consent sole cost and expense of the indemnifying party. The parties agree to co-operate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand.

Procedures. Promptly after receipt by an indemnified party In the event any demands or claims are asserted against the SP Indemnified Parties or any actions, suits or proceedings are commenced against any SP Indemnified Party for which Buyer is obligated to indemnify a SP Indemnified Party under this Section 2.7 20, then the SP Indemnified Party shall give notice thereof to Buyer in order to permit Buyer the necessary time to evaluate the merits of notice of such demand, claim, action, suit or proceeding and defend, settle or compromise the commencement of any action (including any governmental action)same so that Buyer's interest is not materially prejudiced. Within 10 business days after such notice, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party Buyer shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory chosen by Buyer or its insurer and reasonably acceptable to the parties; providedSP Indemnified Party. Buyer shall not be liable for any costs or expenses incurred by the SP Indemnified Party in connection with any demand, howeverclaim, action, suit or proceeding for which Buyer is obligated to indemnify the SP Indemnified Party under this Section 20, provided that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) Buyer shall have assumed the right to retain one separate counsel, defense hereof in accordance with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedingthis Section 20. The failure SP Indemnified Parties shall be entitled to deliver written notice to participate in (but not control) the indemnifying party within a reasonable time of the commencement defense of any such action, if prejudicial to with its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will counsel and at its own expense. If Buyer does not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assume the defense of any such claim or litigationlitigation resulting therefrom, shall, except with (a) the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to SP Indemnified Party may defend against such claim or litigation. The indemnity agreements contained , in this Section 2.7 shall such manner as it may deem appropriate, including, but not apply to amounts paid in settlement of any losslimited to, claimsettling such claim or litigation, damage, liability or action if such settlement is effected without the consent after giving notice of the indemnifying partysame to Buyer on such terms as the SP Indemnified Party may deem appropriate, and (b) Buyer shall be entitled to participate in (but not control) the defense of such action, with their own counsel and at its own expense.

Procedures. Promptly after receipt by With respect to each event, occurrence or matter (an indemnified party “Indemnification Matter”) as to which Quoin or Licensee, as the case may be (the “Indemnitee”) is entitled to indemnification from the other Party (the “Indemnitor”) under this Section 2.7 of notice Article X: (a) Within ten (10) days after the Indemnitee receives written documents underlying the Indemnification Matter or, if the Indemnification Matter does not involve a third party action, suit, claim or demand, promptly after the Indemnitee first has actual knowledge of the commencement of any action (including any governmental action)Indemnification Matter, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party Indemnitee shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written give notice to the indemnifying party within a reasonable time Indemnitor of the commencement nature of the Indemnification Matter and the amount demanded or claimed in connection therewith (“Indemnification Notice”), together with copies of any such written documents. (b) If a third party action, suit, claim or demand is involved, then, upon receipt of the Indemnification Notice, the Indemnitor shall, at its expense and through counsel of its choice, promptly assume and have sole control over the litigation, defense or settlement (the “Defense”) of the Indemnification Matter, except that (i) the Indemnitee may, at its option and expense and through counsel of its choice, participate in (but not control) the Defense; (ii) if prejudicial the Indemnitee reasonably believes that the handling of the Defense by the Indemnitor may have a material adverse effect on the Indemnitee, its business or financial condition, or its relationship with any customer, prospect, supplier, employee, salesman, consultant, agent or representative, then the Indemnitee may, at its option and expense and through counsel of its choice, assume control of the Defense, provided that the Indemnitor shall be entitled to participate in the Defense at its ability expense and through counsel of its choice; (iii) the Indemnitor shall not consent to defend such actionany Judgment, or agree to any settlement, without the Indemnitee’s prior written consent; and (iv) if the Indemnitor does not promptly assume control over the Defense or, after doing so, does not continue to prosecute the Defense in good faith, the Indemnitee may, at its option and through counsel of its choice, but at the Indemnitor’s expense, assume control over the Defense. In any event, the Indemnitor and the Indemnitee shall relieve such indemnifying party of any liability fully cooperate with each other in connection with the Defense including by furnishing all available documentary or other evidence as is reasonably requested by the other. (c) All amounts owed by the Indemnitor to the indemnified party under this Section 2.7Indemnitee (if any) shall be paid in full within fifteen (15) business days after a final Judgment (without further right of appeal) determining the amount owed is rendered, but the omission so to deliver written notice or after a final settlement or agreement as to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement amount owed is effected without the consent of the indemnifying partyexecuted.

Procedures. Promptly after receipt by an indemnified A party (the “Indemnitee”) which intends to claim indemnification under this Section 2.7 of notice of Article 8 shall notify the commencement other party (the “Indemnitor”) within a reasonable time in writing of any action (including any governmental action), such indemnified party will, if a claim or liability in respect thereof of which the Indemnitee believes it is entitled to be made against any indemnifying party under this Section 2.7claim indemnification, deliver provided that the failure to give timely notice to the indemnifying party a written notice of Indemnitor shall not release the commencement thereof and Indemnitor from any liability to the indemnifying party shall have the right to participate in, and, Indemnitee to the extent the indemnifying party so desiresIndemnitor (including its right to defend) is not prejudiced thereby. The Indemnitor shall have the right, jointly with any other indemnifying party similarly noticedby notice to the Indemnitee, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party action or claim within the fifteen (15) day period after the Indemnitor’s receipt of notice of any liability to action or claim with counsel of the indemnified Indemnitor’s choice and at the sole cost of the Indemnitor. If the Indemnitor does not so assume the defense of such third party under this Section 2.7claim, then the Indemnitee may assume such defense with reasonable counsel of its choice and at the sole cost of the Indemnitor, provided such costs are reasonable and documented. If the Indemnitor so assumes such defense, then the Indemnitee may participate therein through counsel of its choice, but at the omission so to deliver written notice to sole cost of the indemnifying Indemnitee. The party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assuming the defense of any such claim or litigationshall render all reasonable assistance as is requested to the party assuming such defense, shalland all reasonable out-of-pocket costs of such assistance shall be for the account of the Indemnitor. No such claim shall be settled other than by the party defending the same; provided that Indemnitor shall not, except with without the consent of each indemnified partyIndemnitee’s prior written consent, consent to entry of any judgment or enter into any settlement of any such action or claim which does (a) imposes on the Indemnitee any liability or obligation which cannot include as an unconditional term thereof the giving be assumed and performed in full by the claimant Indemnitor or plaintiff to (b) admits fault on the part of Indemnitee, provided that Indemnitor promptly and fully performs and/or assumes any such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyobligation.

Procedures. Promptly after receipt by With respect to each event, occurrence or matter (an indemnified party “Indemnification Matter”) as to which Quoin or Licensee, as the case may be (the “Indemnitee”) is entitled to indemnification from the other Party (the “Indemnitor”) under this Section 2.7 of notice Article X: (a) Within ten (10) days after the Indemnitee receives written documents underlying the Indemnification Matter or, if the Indemnification Matter does not involve a third party action, suit, claim or demand, promptly after the Indemnitee first has actual knowledge of the commencement of any action (including any governmental action)Indemnification Matter, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party Indemnitee shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written give notice to the indemnifying party within a reasonable time Indemnitor of the commencement nature of the Indemnification Matter and the amount demanded or claimed in connection therewith (“Indemnification Notice”), together with copies of any such written documents. (b) If a third party action, suit, claim or demand is involved, then, upon receipt of the Indemnification Notice, the Indemnitor shall, at its expense and through counsel of its choice, promptly assume and have sole control over the litigation, defense or settlement (the “Defense”) of the Indemnification Matter, except that (i) the Indemnitee may, at its option and expense and through counsel of its choice, participate in (but not control) the Defense; and (ii) the Indemnitor shall not consent to any Judgment, or agree to any settlement that does not unconditionally release the Indemnitee, without the Indemnitee’s prior written consent. The Indemnitee may not consent to the settlement or entry of judgment in any such action, if prejudicial to its ability to defend such actionsuit, claim or demand without the Indemnitor’s prior written consent. The Indemnitee shall relieve such indemnifying party of any liability to fully cooperate with the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, Indemnitor in the defense of Defense as the Indemnitor may request and at its expense. In any such claim or litigationevent, shall, except the Indemnitor and the Indemnitee shall fully cooperate with each other in connection with the consent of each indemnified party, consent to entry of any judgment Defense including by furnishing all available documentary or enter into any settlement which does not include other evidence as an unconditional term thereof the giving is reasonably requested by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyother.

Procedures. Promptly after receipt by an indemnified party In the event any demands or claims are asserted against a Buyer Indemnified Party or any actions, suits or proceedings are commenced against a Buyer Indemnified Party for which the Selling Parties are obligated to indemnify a Buyer Indemnified Party under this Section 2.7 of 19, then the Buyer Indemnified Party shall give notice thereof to any of the commencement Selling Parties in order to permit the Selling Parties the necessary time to evaluate the merits of any action (including any governmental such demand, claim, action), suit or proceeding and defend, settle or compromise the same so that the Selling Parties' interests are not materially prejudiced. Within 10 business days after such indemnified party willnotice, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party Selling Parties shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory chosen by the Selling Parties or their insurer and reasonably acceptable to the parties; providedBuyer Indemnified Party. The Selling Parties shall not be liable for any costs or expenses incurred by a Buyer Indemnified Party in connection with any demand, howeverclaim, action, suit or proceeding for which the Selling Parties are obligated to indemnify the Buyer Indemnified Party under this Section 19, provided that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) the Selling Parties shall have assumed the right to retain one separate counsel, defense thereof in accordance with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceedingthis Section 19. The failure Buyer Indemnified Parties shall be entitled to deliver written notice to participate in (but not control) the indemnifying party within a reasonable time of the commencement defense of any such action, if prejudicial to with its ability to defend such action, shall relieve such indemnifying party of any liability to counsel and at its own expense. If the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will Selling Parties do not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assume the defense of any such claim or litigationlitigation resulting therefrom, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of (a) a release from all liability in respect to Buyer Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, at the Selling Parties expense, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Selling Parties on such terms as such Buyer Indemnified Party may deem appropriate, and (b) the Selling Parties shall be entitled to participate in (but not control) the defense of such action, with their own counsel and at its own expense. The indemnity agreements contained in Buyer shall provide thirty (30) days written notice to a Selling Party prior to initiating any direct suit against such Selling Party pursuant to this Section 2.7 shall 19 provided that such notice does not, in Buyer's reasonable opinion, negatively impact or jeopardize any of Buyer's rights under this Agreement (including but not apply limited to amounts paid in settlement of Buyer's rights under this Section 19) or any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partylaw.

Procedures. Promptly after receipt by an indemnified party All claims for indemnification under this Section 2.7 Article 7 shall be asserted and resolved as follows: 7.4.1 An IVAX Indemnified Party shall promptly notify the Sellers’ Representative of any event or occurrence with respect to which the IVAX Indemnified Party intends to seek indemnification pursuant to this Article 7; provided that if such event or occurrence is a suit, action, claim or legal, administrative, arbitration or other alternative dispute resolution, proceeding, audit or investigation by a third party (a “Third Party Claim”), an IVAX Indemnified Party shall give reasonably prompt notice thereof in writing. Each such notice shall describe in reasonable detail the basis of the commencement claim for indemnity hereunder. The failure to give notice as required by this Section 7.4.1 in a reasonably prompt fashion shall not result in a waiver of any action (including any governmental action), right to indemnification hereunder except to the extent that such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to failure actually increases the liability of the indemnifying party for Damages hereunder. 7.4.2 The Sellers’ Representative shall not be entitled to assume the defense or settlement of any Third Party Claim for which an IVAX Indemnified Party has indicated it intends to seek indemnity hereunder unless IVAX and the Seller’s Representative agree that Seller’s Representative shall so assume the defense or settlement, or unless IVAX fails to actually assume the defense of the Third Party Claim. In all other instances, the IVAX Indemnified Party may engage counsel to defend, settle or otherwise dispose of such Third Party Claim, which counsel shall be reasonably satisfactory to the Sellers’ Representative; provided that that the IVAX Indemnified Party shall not settle or compromise any such Third Party Claim without the consent or agreement of the Sellers’ Representative (which consent will not be unreasonably withheld or delayed). The expense of such counsel shall be considered Damages hereunder. 7.4.3 In cases where the IVAX Indemnified Party has assumed the defense or settlement of a written Third Party Claim, the Seller’s Representative will reasonably cooperate with IVAX Indemnified Party, and the Sellers’ Representative shall be entitled to participate at its own cost in any such Third Party Claim or in any negotiations or proceedings to settle or otherwise eliminate such Third Party Claim. 7.4.4 In the event indemnification is requested, the Sellers’ Representative and its representatives and agents shall have access to the premises, books and records of IVAX, PSI and Phoenix, or parties seeking such indemnification, and their Affiliates to the extent reasonably necessary to assist it in defending or settling any action, proceeding or claim; provided that such access shall be conducted in such manner as not to interfere unreasonably with the operation of the business of any such Person. Except as reasonably necessary to assist it in defending or settling such action, proceeding or claim, the IVAX Indemnified Party shall not be required (i) to disclose any information with respect to itself or any of its Affiliates (or former Affiliates) or (ii) to participate in the defense of any claim to be indemnified hereunder. 7.4.5 In the event that IVAX or its Affiliates (including PSI and Phoenix after the Closing Date) receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to which the commencement thereof Sellers may incur liability under Article 7 of this Agreement, the party in receipt of such notice shall promptly notify the Sellers’ Representative of such matter in writing and the indemnifying party Sellers’ Representative shall have the sole right to represent the interests of PSI and Phoenix in any Tax audit or administrative or court proceeding relating to such Taxes; provided that the Sellers’ Representative shall provide prompt notice to IVAX of any substantive meeting or telephone conference with any Taxing Authority with respect to such Tax matters and IVAX shall have the right to participate inat its expense in any such meeting or conference. Notwithstanding the foregoing, andthe Sellers’ Representative shall not be entitled to settle, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual either administratively or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with any claim for Taxes which would adversely affect the liability for Taxes of the IVAX or its affiliates (including PSI and Phoenix after the Closing Date) for periods after the Closing Date without the prior written consent of each indemnified partyIVAX, which consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partybe unreasonably withheld.

Procedures. Promptly after receipt by an indemnified party under this Section 2.7 of (a) If the Purchaser receives notice of the assertion or commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof Third-Party Claim against the Corporation for which the Vendor is obligated to be made against any indemnifying party provide indemnification under this Section 2.7Agreement, deliver to the indemnifying party a Purchaser will give the Vendor reasonably prompt written notice thereof, but in any event not later than ten (10) days after receipt of such written notice of such Third-Party Claim. Such notice by the commencement Purchaser will describe the Third-Party Claim in reasonable detail, will include copies of all available material, written evidence thereof and will indicate the indemnifying party shall estimated amount, if reasonably practicable, of the Damages that has been or may be sustained by the Vendor. The Vendor will have the right to participate in, andor, by giving written notice to the Purchaser, to assume, the extent defense of any Third-Party Claim at the indemnifying party so desiresVendor's own expense and by the Vendor's own counsel (reasonably satisfactory to the Purchaser), jointly with any other indemnifying party similarly noticedand the Vendor will cooperate in good faith in such defense. (b) If, within ten (10) days after giving notice of a Third-Party Claim to the Vendor pursuant to Section 7.3(a), the Purchaser receives written notice from the Vendor that the Vendor has elected to assume the defense thereof of such Third-Party Claim as provided in the last sentence of Section 7.3(a), the Vendor will not be liable for any legal expenses subsequently incurred by the Purchaser in connection with counsel mutually satisfactory to the partiesdefense thereof; provided, however, that an indemnified party if the Vendor fails to take reasonable steps necessary to defend diligently such Third-Party Claim within ten (together with 10) days after receiving written notice from the Purchaser that the Purchaser reasonably believes the Vendor has failed to take such steps or if the Vendor has not undertaken fully to indemnify the Purchaser in respect of all other indemnified parties which Damages relating to the matter, the Purchaser may assume its own defense and the Vendor will be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the liable for all reasonable fees costs and expenses paid or incurred in connection therewith. Without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed, the Vendor will not enter into any settlement of any Third-Party Claim which would lead to be paid by liability or create any financial or other obligation on the indemnifying partypart of the Purchaser for which the Purchaser is not entitled to indemnification hereunder, if representation or which provides for injunctive or other non-monetary relief applicable to the Purchaser, or does not include an unconditional release of the Purchaser. 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 Purchaser for which the Purchaser is not entitled to indemnification hereunder and the Vendor desires to accept and agree to such indemnified party by offer, the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver Vendor will give written notice to the indemnifying party Purchaser to that effect. If the Purchaser fails to consent to such firm offer within a reasonable time five (5) days after its receipt of such notice, the Purchaser may continue to contest or defend such Third-Party Claim and, in such event, the maximum liability of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability Vendor to the indemnified party under this Section 2.7, but the omission so Purchaser as to deliver written notice to the indemnifying party such Third-Party Claim will not relieve it exceed the amount of any liability that it may have such settlement offer. The Purchaser will provide the Vendor with reasonable access during normal business hours to any indemnified party otherwise than under this Section 2.7. No indemnifying partybooks, records and employees (if still in their employ) of the Purchaser necessary in connection with the Vendor's defense of any such Third-Party Claim which is the subject of a claim or litigation, shall, except with for indemnification by the consent Purchaser hereunder. (c) Any claim by the Purchaser against the Vendor on account of each indemnified party, consent to entry of any judgment or enter into any settlement Damages which does not include as an unconditional term thereof result from a Third-Party Claim (a "Direct Claim") will be asserted by giving the giving Vendor reasonably prompt written notice thereof, but in any event not later than ten (10) days after the Purchaser becomes aware of such Direct Claim. Such notice by the claimant Purchaser 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 plaintiff may be sustained by the Purchaser. The Vendor will have a period of thirty (30) days after receipt thereof within which to respond in writing to such indemnified party Direct Claim. If the Vendor does not respond in writing within the thirty (30) day period, the Vendor will be deemed to have rejected such Direct Claim and the Purchaser will be free to pursue remedies available to the Vendor on the terms and subject to the provisions of a release from all liability this Agreement. (d) A failure to give timely notice or to include any specified information in respect to such claim any notice as provided in Section 7.3(a), 7.3(b) or litigation. The indemnity agreements contained in this Section 2.7 shall 7.3(c) will not apply to amounts paid in settlement affect the rights or obligations of any lossparty hereunder, claimexcept and only to the extent that, damageas a result of such failure, liability any party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or action if was otherwise materially prejudiced as a result of such settlement is effected without the consent of the indemnifying partyfailure.

Procedures. (a) Promptly after receipt the assertion of any claim by a third party which may give rise to a claim for indemnification from an indemnified party Indemnifying Party under this Section 2.7 Agreement, an Indemnified Person shall notify the Indemnifying Party in writing of notice such claim and advise the Indemnifying Party whether the Indemnified Person intends to contest such claim. (b) The Indemnified Person shall permit the Indemnifying Party to contest and defend against such claim, at the Indemnifying Party's expense, if the Indemnifying Party has confirmed to the Indemnified Person in writing that it agrees that the Indemnified Person is entitled to indemnification hereunder in respect of such claim, unless the Indemnified Person can establish, by reasonable evidence, that the conduct of its defense by the Indemnifying Party could be reasonably likely to prejudice such Indemnified Person due to the nature of the commencement claims presented or by virtue of any action (including any governmental action)a conflict between the interests of such Indemnified Persons and such Indemnifying Party and another Indemnified Person whose defense has been assumed by the Indemnifying Party. Notwithstanding a determination by the Indemnifying Party to contest such claim, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party Indemnified Person shall have the right to participate inbe represented by its own counsel and accountants at its own expense. In any case, and, the Indemnified Person shall make available to the extent Indemnifying Party and its attorneys and accountants, at all reasonable times during normal business hours, all books, records, and other documents in its possession relating to such claim. The party contesting any such claim shall be furnished all reasonable assistance in connection therewith by the indemnifying other party so desires, jointly (with any other indemnifying party similarly noticed, reimbursement of reasonable expenses by the Indemnifying Party). If the Indemnifying Party fails to assume undertake the defense thereof with counsel mutually satisfactory of or to settle or pay any such third-party claim within fifteen (15) days after the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written Indemnified Person has given notice to the indemnifying party within a reasonable time Indemnifying Party advising the Indemnifying Party of such claim, or if the commencement of any such actionIndemnifying Party, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written after having given notice to the indemnifying party will Indemnified Person that it intends to undertake the defense, fails forthwith to defend, settle or pay such claim, then the Indemnified Person may take any and all necessary action to dispose of such claim including, without limitation, the settlement or full payment thereof upon such terms as it shall deem appropriate, in its sole discretion. (c) The Indemnifying Party shall not relieve it consent to the terms of any liability that it compromise or settlement of any third-party claim defended by the Indemnifying Party in accordance herewith (other than terms related solely to the payment of money damages and only after the Indemnifying Party has furnished the Indemnified Person with such evidence as the Indemnified Person may have reasonably request of the Indemnifying Party's capacity and capability (financial and otherwise) to any indemnified party otherwise than pay promptly the amount of such money damages at such times as provided in the compromise or settlement) without the prior written consent of the Indemnified Person if as a result of such compromise or settlement such Indemnified Person could be adversely affected. (d) Any claim for indemnification under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement Agreement which does not include as an unconditional term thereof result from the giving assertion of a claim by a third party shall be asserted by written notice given by the claimant Indemnified Person to the Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30) day period, such Indemnifying Party shall be deemed to have accepted responsibility to make payment, and shall have no further right to contest the validity of such claim. If the Indemnifying Party does respond within such thirty (30) day period and rejects such claim in whole or plaintiff in part, such Indemnified Person shall be free to pursue such remedies as may be available to such indemnified party of a release from all liability in respect to such claim under applicable laws, regulations, rules or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying partyorders.

Procedures. Promptly after receipt by an indemnified party In the event any demands or claims are asserted against a Buyer Indemnified Party or any actions, suits or proceedings are commenced against a Buyer Indemnified Party for which the Selling Parties are obligated to indemnify a Buyer Indemnified Party under this Section 2.7 SECTION 11.1, then the Buyer Indemnified Party shall give prompt notice thereof to Seller in order to permit the Selling Parties the necessary time to evaluate the merits of notice of such demand, claim, action, suit or proceeding and defend, settle or compromise the commencement of any action same so that the Selling Parties' interests are not materially prejudiced. Within thirty (including any governmental action)30) calendar days after such notice, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to either the indemnifying party a Selling Parties shall give written notice of their objection to such claim, in which event such dispute will be settled pursuant to SECTION 13.10 of this Agreement, or the commencement thereof and the indemnifying party Selling Parties shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within Buyer Indemnified Party with counsel chosen by the Selling Parties and reasonably acceptable to the Buyer Indemnified Party. The Selling Parties shall not be liable for any costs or expenses incurred by a reasonable time of Buyer Indemnified Party in connection with any demand, claim, action, suit or proceeding for which the commencement Selling Parties are obligated to indemnify the Buyer Indemnified Party under this SECTION 11.1, provided that the Selling Parties shall have assumed the defense thereof in accordance with this SECTION 11. 1. The Buyer Indemnified Parties shall be entitled to participate in (but not control) the defense of any such action, if prejudicial to with its ability to defend such action, shall relieve such indemnifying party of any liability to counsel and at its own expense. If the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will Selling Parties do not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in assume the defense of any such claim or litigationlitigation resulting therefrom in a timely fashion or shall not diligently pursue such defense in the reasonable opinion of such Buyer Indemnified Party, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of (a) a release from all liability in respect to Buyer Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, at the Selling Parties' expense, including, but not limited to, settling such claim or litigation, after giving notice of the same to Seller, on such terms as such Buyer Indemnified Party may deem appropriate, and (b) the Selling Parties shall be entitled to participate in (but not control) the defense of such action, with their own counsel and at their own expense. The indemnity agreements contained If the Selling Parties elect to assume the defense of any such third-party claim, the Selling Parties shall conclusively be deemed to have acknowledged their obligations under this SECTION 11.1 to indemnify the Buyer Indemnified Parties in this Section 2.7 accordance with the terms hereof in respect of such claim and shall not apply be obligated to amounts paid take all steps necessary in the diligent defense or settlement of any loss, such claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party.

Procedures. Promptly after receipt by If (i) any Event of Breach occurs or is alleged and a LAS Indemnified Party asserts that a Stockholder has become obligated to a LAS Indemnified Party pursuant to Section 9.1, or if any Stockholder Third Party Claim is begun, made or instituted as a result of which a Stockholder may become obligated to a LAS Indemnified Party hereunder, or (ii) a LAS Event of Breach occurs or is alleged and a Stockholder Indemnified Party asserts that LAS has become obligated to a Stockholder Indemnified Party pursuant to Section 9.2, or if any LAS Third Party Claim is begun, made or instituted as a result of which LAS may become obligated to a Stockholder Indemnified Party hereunder (for purposes of this Article 9, any LAS Indemnified Party and any Stockholder Indemnified Party is sometimes referred to as an indemnified party under this Section 2.7 of notice of "Indemnified Party" and LAS and the commencement of Stockholder are sometimes referred to as an "Indemnifying Party," and any action (including LAS Third Party Claim and any governmental actionStockholder Third Party Claim is sometimes referred to as a "Third Party Claim," in each case as the context so requires), such indemnified party willIndemnified Party shall give written notice to the Indemnifying Party of its or his obligation to provide indemnification hereunder, if provided that any failure to so notify the Indemnifying Party shall not relieve them from any liability that it or he may have to the Indemnified Party under this Article 9. If such notice relates to a claim in respect thereof is Third Party Claim, each Indemnifying Party, jointly and severally, agrees to be made defend, contest or otherwise protect such Indemnified Party against any indemnifying party under this Section 2.7such Third Party Claim at his or its sole cost and expense. Such Indemnified Party shall have the right, deliver but not the obligation, to participate at its own expense in the defense thereof by counsel of such Indemnified Party's choice and shall in any event cooperate with and assist the Indemnifying Party to the indemnifying party a written notice of extent reasonably possible. If the commencement thereof and the indemnifying party Indemnifying Party fails timely to defend, contest or otherwise protect against such Third Party Claim, such Indemnified Party shall have the right to participate indo so, andincluding, to the extent the indemnifying party so desireswithout limitation, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counselmake any compromise or settlement thereof, with and such Indemnified Party shall be entitled to recover the reasonable fees entire Cost thereof from the Indemnifying Party, including, without limitation, attorneys' fees, disbursements and expenses amounts paid (or of which such Indemnified Party has become obligated to be paid pay) as the result of such Third Party Claim. Failure by the indemnifying party, if representation Indemnifying Party to notify such Indemnified Party of its or their election to defend any such indemnified party Third Party Claim within fifteen (15) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the counsel retained by the indemnifying party would be inappropriate due to actual Indemnifying Party of its or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability their right to defend such actionThird Party Claim. If the Indemnifying Party assumes the defense of the particular Third Party Claim, the Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying partynot, in the defense of any such claim or litigation, shall, except with the consent of each indemnified partyThird Party Claim, consent to entry of any judgment or enter into any settlement, except with the written consent of such Indemnified Party. In addition, the Indemnifying Party shall not enter into any settlement of any Third Party Claim except with the written consent of such Indemnified Party) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party of Indemnified Party a full release from all liability in respect to of such claim or litigationThird Party Claim. The indemnity agreements contained in this Section 2.7 Notwithstanding the foregoing, the Indemnifying Party shall not apply be entitled to amounts paid control (but shall be entitled to participate at their own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any lossThird Party Claim to the extent the Third Party Claim seeks an order, claiminjunction or other equitable relief against the Indemnified Party which, damageif successful, liability could materially interfere with the business, operations, assets, condition (financial or action if such settlement is effected without the consent otherwise) or prospects of the indemnifying partyIndemnified Party.

Procedures. Promptly after receipt by an indemnified party (a) The Indemnitee agrees to give prompt notice to the Indemnitor of any Claim hereunder. (b) In addition to, and not in limitation of, the foregoing, if any Claim for which Indemnitee would be entitled to indemnification under this Section 2.7 Agreement arises out of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim or liability asserted against or sought to be collected from Indemnitee by a third party, Indemnitee shall promptly give to Indemnitor a Claim Notice in respect thereof is of such Claim. Indemnitor shall have thirty (30) Business Days following the giving of a Claim Notice to be made against any indemnifying party under this Section 2.7it to notify Indemnitee whether or not Indemnitor elects to defend Indemnitee in respect of such Claim; and (i) If Indemnitor so elects to defend Indemnitee in respect of such Claim, deliver Indemnitor shall either settle or, by appropriate proceedings, defend such Claim in a manner intended to protect the indemnifying party a written notice interests of the commencement thereof Indemnitee; and the indemnifying party Indemnitee shall cooperate as reasonably requested by Indemnitor in connection with such settlement or defense. Indemnitor shall (i) have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control the defense thereof with counsel mutually satisfactory or settlement of the Claim involved, (ii) pay all costs and expenses of such proceedings incurred by it, and (iii) pay the amount of any resulting settlement, judgment or award if it shall be determined that such Claim is subject to the partiesindemnification by Indemnitor under this Agreement; provided, however, that an indemnified party Indemnitor shall effect no settlement of such Claim if such settlement would affect the liability of Indemnitee unless Indemnitee shall consent thereto in writing, which consent shall not be unreasonably delayed or withheld. If Indemnitee desires to participate in, without controlling, any such defense or settlement by Indemnitor, it may do so at Indemnitee's sole cost and expense and without affecting any rights Indemnitee may have against Indemnitor. (together ii) If Indemnitor shall not so elect to defend Indemnitee in respect of such Claim, Indemnitee shall either settle or, by appropriate proceedings, defend such Claim in a manner intended to protect the interests of Indemnitor; and Indemnitor shall cooperate as reasonably requested by Indemnitee in connection with all other indemnified parties which may be represented without conflict by one counselsuch settlement or defense. Indemnitee shall (x) shall have the right to retain one separate counsel, with control the defense or settlement of the Claim involved and (y) be indemnified by Indemnitor for its reasonable fees costs and expenses to be paid by of such defenses, and for the indemnifying partyamount of any resulting settlement, judgment or award, if representation it shall be determined that such Claim is subject to indemnification by Indemnitor under this Agreement; PROVIDED, HOWEVER, that Indemnitee shall effect no settlement of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Section 2.7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action Claim if such settlement is effected would affect the liability of Indemnitor unless Indemnitor shall consent to such settlement in writing, which consent shall not be unreasonably delayed or withheld. If Indemnitor desires to participate in, without the consent of the indemnifying party.controlling, any such defense or settlement by Indemnitee, it may do so at its sole cost and expense and without affecting any rights Indemnitor may have against Indemnitee. ARTICLE X

Procedures. (a) Promptly after receipt by any NexVerse Indemnified Person or any Seller Indemnified Person (each, as applicable, an indemnified party under this Section 2.7 “Indemnified Person”) of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect of which the Indemnified Person will seek indemnification hereunder, the Indemnified Person shall notify the Sellers or NexVerse (each, as applicable, an “Indemnifying Party”) thereof is to be made against in writing, but any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, so notify an Indemnifying Party shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of from any liability that it may have to any indemnified party otherwise than under this Section 2.7the Indemnified Person except to the extent the Indemnifying Party shall be materially prejudiced by such failure. No indemnifying party, The Indemnifying Party shall be entitled to participate in the defense of such action and to assume control of such defense with counsel reasonably acceptable to the Indemnified Person; provided, however, that: (i) the Indemnified Person shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (ii) the Indemnifying Party shall obtain the prior written approval of the Indemnified Person before entering into any settlement of such claim or litigationceasing to defend against such claim, shallif, except with pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief would be imposed against the consent Indemnified Person or would otherwise restrict the future activity or conduct of each indemnified party, the Indemnified Person; and (iii) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party each Indemnified Person of a release from all liability in respect of such claim. (b) If the Indemnifying Party does not assume control of the defense of such claims by promptly notifying the Indemnified Person of such assumption, the Indemnified Person shall have the right to defend such claim or litigationin such manner as it may deem appropriate at the cost and expense of the Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Person therefor in accordance with the terms hereof. The indemnity agreements contained in reimbursement of fees, costs and expenses required by this Section 2.7 8.03 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without be made by periodic payments during the consent course of the indemnifying partyinvestigation or defense, as and when bills are received or expenses incurred.