Common use of Procedures Clause in Contracts

Procedures. Each party entitled to indemnification under this Agreement (each, an "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Each party (a) Any Person that may be entitled to be indemnified under this Article IX (the “Indemnified Party”) shall promptly notify the Party liable (or who may be liable) for such indemnification under (the “Indemnifying Party”) in writing upon becoming aware of a claim or a possible claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement (each, an "including a claim or possible claim by a third party against the Indemnified Party") shall give notice , such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the party required subject matter of such claim or demand and the Covered Losses incurred or suffered as a result thereof and providing all material documents reflecting or evidencing the basis for such claim; provided that the failure to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and notice shall permit not release the Indemnifying Party from any of its obligations under this Article IX, except to assume the defense of any such Claim; provided extent that counsel for the Indemnifying Party, who shall conduct the defense Party suffers actual loss or prejudice as a result of such Claim, failure or delay. (b) The Indemnifying Party shall be approved respond promptly to any claim for indemnification by the Indemnified Party (whose approval shall not unreasonably be withheld)Party, and and, in the Indemnified Party may participate event of any dispute in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be respect of a conflict of interest between claim for indemnification, the Indemnifying Party and the Indemnified Party shall negotiate in good faith to resolve such actiondispute for at least twenty (20) business days after notice of such claim and, if not resolved through negotiations, either the Indemnifying Party or the Indemnified Party may exercise any and all remedies set forth in which case this Agreement; provided that nothing herein shall preclude any Party from seeking performance or other equitable relief at any time. (c) Upon receipt of a notice of a Third-Party Claim for indemnity from an Indemnified Party pursuant to Section 9.2 or Section 9.3: (i) The Indemnifying Party will be entitled, by notice to the fees Indemnified Party delivered within twenty (20) business days of the receipt of notice of such Third-Party Claim, to assume the defense and expenses control of one such counsel for all Indemnified Parties shall be Third-Party Claim (at the expense of such Indemnifying Party). Notwithstanding an election to assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense as counsel of record, if applicable, in such Proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if (A) there exists a conflict of interest, as advised by outside counsel for the Indemnified Party, between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, that would make representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party; or (C) such Third-Party Claim is related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. In any other event not set forth in the preceding sentence, in the circumstances where the Indemnifying Party has assumed the defense of the relevant Third-Party Claim, the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to participate in (but not control) the defense of such Third-Party Claim with its own counsel and at its own expense. (ii) If the Indemnifying Party does not assume the defense and control of any Third-Party Claim pursuant to this Section 9.4(c), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all material and relevant correspondence and documentation (including court papers) relating thereto; provided that either Party may restrict the provision of such information to the extent that (A) applicable Law requires such Party or any of its Subsidiaries, as applicable, to restrict or prohibit the provision of such information (provided that such Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law); (B) providing such information would breach any obligation of confidentiality to which a Party or any of its Subsidiaries may be subject (provided that such Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement); or (C) providing disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection (provided that such Party and its affiliates shall use its reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privilege or protection). (iii) If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall not be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless (A) the Indemnified Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (B) the damages payable under the settlement are limited only to monetary payments for which the Indemnified Party is fully indemnified by the Indemnifying Party; (C) such Third-Party Claim does not involve any non-monetary relief of any kind (including any injunctive relief) against any Indemnified Party or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; and (D) the settlement of such Third-Party Claim would not have a material impact on the Business after the Closing (in the case of Seller being the Indemnifying Party) or the Retained Business after the Closing (in the case of Purchaser being the Indemnifying Party). For the avoidance of doubt, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party shall have no obligation or right to obtain or agree to any settlement, compromise, discharge or release with respect to any portion of its obligations under this Agreement unless a Third-Party Claim that is not fully indemnifiable by the Indemnifying Party is materially prejudiced therebyhereunder. No Whether or not the Indemnifying Party, in Party assumes the investigation or defense of any such Claim shalla Third-Party Claim, except with the consent of each no Indemnified Party (which consent shall not be unreasonably withheld will admit any Liability, or delayed), consent to the entry of any judgment or enter into any settlement or compromise compromise, with respect to a Third-Party Claim for which does the Indemnifying Party may have any liability hereunder without the prior written consent of the Indemnifying Party (such consent not include an unconditional release to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim if the Indemnified Party from all is the only Person with actual or potential liability in with respect to the Third-Party Claim and the Indemnified Party irrevocably waives any rights it may have to indemnification under this Article IX with respect to such Claim. Each Indemnified Third-Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 12.02 (each, an "the “Indemnified Party"”) shall agrees to give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought, sought under such Section and shall permit will provide the Indemnifying Party to assume the defense of any such Claim; provided information with respect thereto that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of may reasonably request. The failure to so notify the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Agreement unless Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in shall assume the investigation or control of the defense of any such Third Party Claim shall, except in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of each the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), consent to entry of any judgment or enter ) before entering into any settlement or compromise which of such Third Party Claim, if the settlement does not include an unconditional release of the Indemnified Party from all liability in liabilities and obligations with respect to such ClaimThird Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate in accordance with applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall furnish such information regarding itself use reasonable efforts to collect any amounts available under insurance coverage, or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall from any other Person alleged to be reasonably required in connection with the investigation and defense of such Claimresponsible, for any Damages payable under Section 12.02.

Procedures. Each party Any Person that may be entitled to indemnification under this Agreement (each, an "“Indemnified Party"”) shall give written notice to the party required Person obligated to provide indemnification indemnify it (the "an “Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge with reasonable promptness upon becoming aware of any Claim claim or other facts upon which a claim for indemnification will or is reasonably likely to be based; the notice shall set forth such information with respect thereto as is then reasonably available to which indemnity may be sought, and shall permit the Indemnified Party. The Indemnifying Party shall have the right to assume undertake the defense of any such Claim; provided that claim asserted by a third party with counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party shall cooperate in such actiondefense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party in which case the fees and expenses of one such counsel for all Indemnified Parties shall be connection therewith at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve ’s expense. If the Indemnifying Party shall have assumed the defense of its obligations under this Agreement unless the claim with counsel reasonably satisfactory to the Indemnified Party, the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, shall not be liable to the Indemnified Party for any legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party in the investigation or defense of any such Claim shall, except connection with the consent of each Indemnified defense thereof. The Indemnifying Party (shall not be liable for any claim settled without its consent, which consent shall not be unreasonably withheld or delayed), . The Indemnifying Party shall obtain the written consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect prior to such Claimceasing to defend, settling or otherwise disposing of any claim. Each Indemnified In no event shall the indemnifying Party shall furnish such information regarding itself without notice to the other Party, institute, settle or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claimotherwise resolve any claim or potential claim, action or proceeding.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 11.02 hereof (the “Indemnified Party”) agrees to give reasonably prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, an "Indemnified Party"“Action”) shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge in respect of any Claim as to which indemnity may be sought, sought under Section 11.02 hereof and shall permit will provide the Indemnifying Party to assume the defense of any such Claim; provided information with respect thereto that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party may reasonably request. The parties hereby acknowledge and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further agree that the failure of by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations indemnification obligation under this Agreement unless except to the extent that (i) such failure results in a failure of actual notice to the Indemnifying Party and (ii) such Indemnifying Party is materially prejudiced thereby. No as a result of such failure to give notice. (b) The Indemnifying PartyParty shall be entitled to participate in the defense of, investigation of, or corrective action required to be undertaken in response to, any Action asserted by a third party, including any Governmental Authority (a “Third Party Action”) and, subject to the limitations set forth in this Section 11.03 or in Section 11.04 hereof, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense subject to the investigation or “basket” and “cap”, if applicable, as described in Section 11.02 hereof. (c) If the Indemnifying Party shall assume the control and cost of the defense of any such Claim shall, except Third Party Action in accordance with the provisions of this Section 11.03 or of Section 11.04 hereof, (i) the Indemnifying Party shall obtain the prior written consent of each the Indemnified Party (Party, which consent shall not be unreasonably withheld or delayed)withheld, consent to entry of any judgment or enter before entering into any settlement or compromise which of such Third Party Action if the settlement does not include an provide for the unconditional written release of the Indemnified Party from any and all liability in liabilities and obligations with respect to such ClaimThird Party Action or if the settlement imposes any form of relief other than monetary against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Action and to employ separate legal counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party, subject to the “basket” and “cap”, if applicable, as described in Section 11.02 hereof. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the ability of the Indemnifying Party to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party subject to the “basket” and “cap”, if applicable, as described in Section 11.02 hereof, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Action, including any counterclaims filed by Seller, Parent or Buyer, and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. This cooperation shall be provided without cost or expense of the other party other than reimbursement of out-of-pocket travel or similar expenses subject to Section 11.02 hereof. (e) Each Indemnified Party shall furnish such information regarding itself use reasonable efforts to collect any amounts available under insurance coverage, or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall from any other Person alleged to be reasonably required in connection with the investigation and defense of such Claimresponsible, for any Damages payable under Section 11.02 hereof.

Procedures. Each The parties hereto agree promptly to notify the other party entitled to indemnification of the making of any demand, the assertion of any claim, or the commencement of any suit, action or proceeding by any third party for which indemnity may be sought under this Agreement (each, an "Indemnified PartyIndemnity Obligation") shall give notice prior to the expending or committing to expend funds for which indemnity may be sought. The party required to provide from whom indemnification is sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be soughtshall have the right, and shall permit but not the Indemnifying Party obligation, to assume the defense or settlement of any such ClaimIndemnity Obligation of which the party seeking indemnification (the "Indemnified Party") gives notice; provided provided, however, that counsel for if the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall does not unreasonably be withheld), and the Indemnified Party may participate in elect to assume such defense at such party's expense (unless or settlement, the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the right, but not the obligation, to assume such defense or settlement but shall not thereby waive any right to indemnity therefor by the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party)pursuant to this Agreement, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of shall at all times have the right, at its obligations under this Agreement unless option and expense, to participate fully therein. Each party shall have reasonable access to the Indemnifying Party is materially prejudiced thereby. No Indemnifying Partybooks, records and personnel in the investigation possession or control of the other party which are pertinent to the defense or settlement of any Indemnity Obligation. The parties shall cooperate in the defense or settlement of any Indemnity Obligation, but the party electing to assume such Claim shalldefense or settlement shall have full authority to determine all action to be taken with respect thereto and the terms of the settlement; provided, except with however, that without the consent of each the Indemnified Party (which consent Party, no settlement shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter entered into any settlement or compromise which that does not include as an unconditional term thereof the giving by the Person asserting such claims of an unconditional release of the Indemnified Party from all personal liability in with respect to such Claimclaim. Each The Indemnified Party shall furnish such information regarding itself or may join the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with any suit, action or proceeding to which any such right of indemnity created by this Agreement would or might apply, for the investigation and defense purpose of enforcing any such Claimright.

Procedures. Each If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party entitled to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (each20) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, an "however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party") . The Indemnifying Party shall give have the right to participate in, or by giving written notice to the party required to provide indemnification (the "Indemnifying Indemnified Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for Third Party Claim at the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved ’s expense and by the Indemnified Party (whose approval shall not unreasonably be withheld)Indemnifying Party’s own counsel, and the Indemnified Party may participate shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense at of any such party's expense Third Party Claim that (unless x) is asserted directly by or on behalf of a Person that is a supplier or customer of any Acquired Company or any Governmental Authority, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have reasonably concluded the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there may be are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party in such actionthat cannot be waived, in which case the Indemnifying Party shall be liable for the reasonable fees and expenses of one such counsel for all Indemnified Parties shall be at to the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party of its obligations under this Agreement unless the Indemnifying elects not to compromise or defend such Third Party is materially prejudiced thereby. No Indemnifying PartyClaim, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent fails to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from all liability in respect or relating to such Third Party Claim. Each Indemnified Party Seller and Buyer shall furnish such information regarding itself or the Claim cooperate with each other in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required all reasonable respects in connection with the investigation defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Procedures. Each The party entitled to seeking indemnification under this Agreement Section 10.02 (each, an "the “Indemnified Party"”) shall agrees to give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought, sought under such Section and shall permit will provide the Indemnifying Party to assume the defense of any such Claim; provided information with respect thereto that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of may reasonably request. The failure to so notify the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. a. The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Agreement unless Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party is materially prejudiced therebyshall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. No The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld withheld, delayed or delayed)conditioned. c. Each party shall cooperate, consent and cause their respective Affiliates to entry cooperate, in the defense or prosecution of any judgment Third Party Claim and shall furnish or enter into any settlement cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or compromise which does not include an unconditional release appeals, as may be reasonably requested in connection therewith. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party from all liability in respect to such Claim. Party. d. Each Indemnified Party shall furnish such information regarding itself use reasonable efforts to collect any amounts available under insurance coverage, or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall from any other Person alleged to be reasonably required in connection with the investigation and defense of such Claimresponsible, for any Damages payable under Section 10.02.

Procedures. Each party entitled to indemnification under this Agreement (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an "“Indemnified Party"”) to be entitled to any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made by any third Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall give deliver notice thereof to the Seller or the Purchaser, as the case may be, (the “Indemnifying Party”), promptly after receipt by 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 Article XI, except to the extent that the Indemnifying Party is actually prejudiced by such failure. (b) An Indemnifying Party shall have the right, upon written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge within thirty (30) days after receipt of any Claim as to which indemnity may be soughtnotice from the Indemnified Party of the commencement of such Third-Party Claim, and shall permit the Indemnifying Party to assume the defense thereof at the expense of any such Claim; provided that counsel for the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, who shall conduct . If the Indemnifying Party assumes the defense of such Third-Party Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party right to employ separate counsel and to participate in the Indemnified Party in such actiondefense thereof, in which case but the fees and expenses of one such counsel for all Indemnified Parties 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 such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party such 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 settle, compromise or discharge such Third-Party Claim without the prior written consent of the Indemnified Party, unless such settlement, compromise or discharge of such Third-Party Claim by its terms obligates the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, and provided further that releases the failure Indemnified Party completely in connection with such Third-Party Claim. 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. (c) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to give be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as provided herein shall not relieve 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 Agreement unless Article XI except to the extent that the Indemnifying Party is materially prejudiced therebyby such failure. No The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party, Party in determining the investigation or defense validity of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of claim for indemnity by the Indemnified Party from all liability and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or matters, in each case, to the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be extent reasonably required in connection with by the investigation and defense of such ClaimIndemnifying Party.

Procedures. Each party entitled to (a) In case any claim is made, or any suit or action is commenced, against a Party (the “Indemnified Party”) in respect of which indemnification may be sought by it under this Agreement Article XVIII, the Indemnified Party shall promptly give the other Party (eachthe “Indemnifying Party”) notice thereof and the Indemnifying Party shall have the right to assume control of and defend, an "in the name of the Indemnified Party") shall give , any claim of which it has received such notice, by giving written notice to the party required Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice from the Indemnified Party, to provide indemnification (assume, at the "Indemnifying Party") promptly after ’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section 18.3 for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except to the extent set forth in Section 18.3(b). (b) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such defense, but the fees and expenses of any such Claim; provided that counsel for shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel at the Indemnifying Party’s expense has been authorized in writing by the Indemnifying Party, who shall conduct (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such Claimaction, shall be approved by or (iii) the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have has reasonably concluded that there may be a conflict of interest between defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events the attorneys’ fees and expenses of counsel to the Indemnified Party shall be borne by the Indemnifying Party. (c) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any claim, suit or action against the Indemnified Party in such action, in respect of which case payments may be sought by the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party)Party hereunder, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of its obligations under this Agreement unless money damages for which the Indemnifying Indemnified Party is materially prejudiced thereby. No Indemnifying will be released and fully indemnified hereunder, but shall not agree to any other settlement or compromise without the prior written consent of the Indemnified Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), (it being agreed that any failure of an Indemnified Party to consent to entry of any judgment or enter into any settlement or compromise which does involving relief other than monetary damages shall not include an unconditional release of be deemed to be unreasonably withheld), and (ii) the Indemnified Party from all liability in respect may not settle or compromise any such claim, suit or action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld and the Indemnifying party will have no obligation to pay the monetary amount of any such Claim. Each settlement or compromise entered into by the Indemnified Party shall furnish such information regarding itself or without the Claim in question as an Indemnifying Party’s prior written consent. (d) The Indemnifying Party may reasonably request shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, or participate in writing and as shall be reasonably required in connection with the investigation and defense of such Claimof, any third party claim, suit or action.

Procedures. Each (a) An Indemnified Party seeking indemnification under Sections 9.1 or 9.2 shall give written notice to the Indemnifying Party of the assertion of any claim that does not involve an Action or Proceeding brought by a third party entitled (a “Third Party Proceeding”). The notice shall describe in reasonable detail the nature of the claim, contain an estimate of the amount of Losses attributable to the claim to the extent feasible and state the basis of the request for indemnification under this Agreement Agreement. (eachb) If an Indemnified Party receives notice of a Third Party Proceeding for which the Indemnified Party intends to assert an indemnification claim under Sections 9.1 or 9.2 against the Indemnifying Party, an "then the Indemnified Party") Party shall give notice of such proceeding to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party within ten (10) days after receipt of written notice thereof from such third party, or sooner, to the extent a reply is required before that under the Third Party Proceeding, in which case, the Indemnified Party shall give notice of such proceeding to the Indemnifying Party within the initial one third (1/3) of the term available under the applicable rules to respond to such Third Party Proceeding. Upon acknowledgement of the Indemnifying Party’s obligation to indemnify an Indemnified Party hereunder, the Indemnifying Party may assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved Third Party Proceeding by notice to the Indemnified Party no later than five (whose approval shall not unreasonably 5) Business Days prior to the date by which an answer or other response to the Third Party Proceeding is required to be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the made. Any failure of any Indemnified Party by either party to give the requisite notice as provided herein shall within the time specified in this Section 9.3(b) will not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in obligation to indemnify the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release the obligation of the Indemnified Party from all liability in respect to such Claim. Each Indemnified allow the Indemnifying Party shall furnish such information regarding itself or to defend pursuant to this Section 9.3(b) except to the Claim in question as an extent that the defense of any Third Party Proceeding is materially prejudiced by the delay. (c) If the Indemnifying Party assumes the defense of a Third Party Proceeding pursuant to Section 9.3(b), then the Indemnifying Party may reasonably request in writing defend and as shall be reasonably required conduct any proceedings or negotiations in connection with the investigation Third Party Proceeding, take all other required steps or proceedings to settle or defend any Third Party Proceeding, and employ counsel of its choice to contest such Third Party Proceeding in the name of the Indemnified Party or otherwise. (d) If the Indemnifying Party does not assume the defense of (having been given a proper opportunity to do so), or if after so assuming the Indemnifying Party fails to defend, any Third Party Proceeding, then the Indemnified Party may defend against such ClaimThird Party Proceeding in a manner reasonably appropriate and the Indemnified Party may settle such Third Party Proceeding on such terms as are reasonable in the circumstances and the costs and expense of such defense shall be Losses subject to indemnification; provided, however, that in no event shall the Indemnifying Party settle, or agree to any other resolution of, any Third Party Proceeding without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditions or delayed, if such settlement or other resolution is binding on the Indemnified Party. (e) The Indemnified Party shall have the right to participate in the defense of any Third Party Proceeding related to any indemnified Losses where the defense has been and continues to be assumed by the Indemnifying Party, at the Indemnified Party’s sole cost and expense and the costs and expenses of that participation shall not be Losses subject to indemnification. (f) Notwithstanding anything to the contrary contained in this Agreement, the procedures for all Tax Proceedings shall be governed exclusively by Section 7.2(h) (and not this Section 9.3).

Procedures. Each party entitled to indemnification under this Agreement (each, an the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless except to the extent that the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Indemnifying Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Each party (a) A Person that may be entitled to indemnification be indemnified under this Agreement (each, an "the “Indemnified Party") ”), shall give notice to promptly notify the party required to provide Party or Parties liable for such indemnification (the "“Indemnifying Party"”) promptly after such in writing of any pending or threatened claim or demand that the Indemnified Party has actual knowledge determined has given or would reasonably be expected to give rise to such right of any Claim as indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail, to which indemnity may be soughtthe extent known by the Indemnified Party, the facts and circumstances with respect to the subject matter of such claim or demand; provided, that the failure to provide such notice shall permit not release the Indemnifying Party from any of its obligations under this Article VII except to the extent the Indemnifying Party is actually and materially prejudiced by such failure, it being agreed that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 7.1 for such representation, warranty, covenant or agreement. (b) Upon receipt of a notice of a Third Party Claim for indemnity from an Indemnified Party pursuant to Section 7.2(a) or Section 7.3(a), the Indemnifying Party will be entitled to assume the defense and control of such Third Party Claim (at the expense of such Indemnifying Party), by delivering notice to the Indemnified Party within thirty (30) Business Days of the receipt of notice of such Third Party Claim that such Indemnifying Party will (i) assume the defense and control of such Third Party Claim (at the expense of such Indemnifying Party) and (ii) subject to the limits set forth in this Article VII, indemnify the Indemnified Party from and against any Covered Losses that the Indemnified Party may suffer with respect to the Third Party Claim; provided, that the Indemnifying Party shall not have the right to assume the defense or control of the Third Party Claim in the event that (1) such Third Party Claim (A) seeks non-monetary relief; (B) involves criminal or quasi-criminal allegations; (C) is not a Designated Third Party Claim and involves allegations of infringement, misappropriation, dilution or violation of any Intellectual Property rights of any Person (including Purchaser or its Affiliates); (D) is inappropriate for joint representation because of an actual conflict of interest between the Indemnified Party and the Indemnifying Party with respect to such Third Party Claim; provided that counsel or (E) relates to Taxes of the Indemnified Party or any of its Affiliates or (2) the amount of Covered Losses arising or resulting from such Third Party Claim could be reasonably expected to exceed 150% of the maximum amount for which the Indemnifying Party, who shall conduct Party is obligated to indemnify pursuant to the terms hereof. So long as the Indemnifying Party has assumed the defense of such Claim, shall be approved by a Third Party Claim in accordance herewith and notified the Indemnified Party (whose approval shall not unreasonably be withheld)in writing thereof, and the Indemnified Party may participate in such defense at such party's expense (unless its own expense. If the Indemnifying Party does not assume the defense and control of any Third Party Claim pursuant to this Section 7.4(b), the Indemnified Party shall have be entitled to, after providing notice to the Indemnifying Party, control the defense of such Third Party Claim and employ counsel reasonably concluded that there may be a conflict of interest between satisfactory to the Indemnifying Party to represent or defend it against any such Third Party Claim, and the Indemnifying Party shall not have any right to participate in the settlement or assume or reassume the defense of such Third Party Claim; provided that the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall will not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to the entry of any judgment or enter into any settlement or compromise with respect to a Third Party Claim without the prior written consent of the Indemnifying Party (which does consent shall not include an unconditional release be unreasonably withheld, conditioned or delayed); and the Indemnifying Party shall not, in connection with any Third Party Claim or any separate but substantially similar Third Party Claims arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Party, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such Third Party Claim. If the Indemnifying Party has assumed the defense and control of a Third Party Claim, it shall not consent to a settlement or compromise of, or the entry of any judgment arising from such Third Party Claim without the prior written consent of the Indemnified Party unless such compromise, settlement or judgment (X) is only for money damages, the full amount of which shall be paid by the Indemnifying Party, (Y) does not involve any injunctive relief or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party and (Z) includes a complete and unconditional release of each Indemnified Party from any and all liability Liability in respect of such Third Party Claim. To the extent such cooperation is permitted by applicable Law and would not result in a waiver of the attorney-client privilege, Purchaser or the Sellers, as the case may be, shall, and shall use commercially reasonable efforts to cause each of their respective Affiliates and Representatives to, reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of any Third Party Claim, including by furnishing (during regular business hours and upon prior notice) books and records, personnel and witnesses, as are reasonably required for any defense of such Third Party Claim. Without limiting the generality of the foregoing procedures, any Indemnified Party who is or may be entitled to indemnification against a Third Party Claim pursuant to this Agreement shall, to the extent permitted by applicable Law and to the extent that such actions would not result in a waiver of the attorney-client privilege, (x) provide to the Indemnifying Party copies of all documents and information relating to such Claim. Each Third Party Claim which are in the possession or control of the Indemnified Party shall furnish such information regarding itself or and which are reasonably required by the Claim in question as an Indemnifying Party may reasonably request in writing for the defense of such Third Party Claim and (y) give the Indemnifying Party reasonable access during regular business hours to the accounting and other appropriate personnel and the independent accountants of the Indemnified Party and its Affiliates as shall be reasonably required in order to permit the Indemnifying Party to obtain information reasonably required to evaluate such Third Party Claim; provided that the Indemnifying Party shall reimburse such Indemnified Party or its Affiliates for reasonable out-of-pocket expenses, including attorneys’ fees, incurred in connection with the investigation providing access to such personnel and defense of such Claimindependent accountants.

Procedures. Each party entitled to (a Any Person seeking indemnification under this Agreement Section 6.2 (each, an the "Indemnified Party") shall agrees to give prompt written notice to the party required to provide indemnification against whom indemnity is sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to which indemnity may be sought, such claim to the extent feasible and shall permit the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party to assume disputes such claim and such dispute is not resolved by the defense of any parties, such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, dispute shall be approved by the resolved in accordance with Section 7.9. (b If an Indemnified Party (whose approval shall not unreasonably be withheld)is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under this Section, and the Indemnified Party may participate in such defense at such party's expense (unless then the Indemnified Party shall have reasonably concluded promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that there may be a conflict of interest between any failure to timely give such notice shall not relieve the Indemnifying Party of any of its obligations under this Section 6 except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such actionaction and to participate in the defense thereof, in which case but the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve (ii) the Indemnifying Party of its obligations under this Agreement unless failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party is materially prejudiced therebyfrom representing the Indemnified Party. No If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the investigation Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the person or defense entity asserting the Third Party Claim or any cross-complaint against any person or entity, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such Claim shall, except with the consent of each Indemnified Party (which consent shall proposed settlement or compromise and will not be unreasonably withheld or delayed), consent to the entry of any judgment or enter into any settlement or compromise which does not include an unconditional release with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party from all liability in (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claimcooperation.

Procedures. Each party (a) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement (eachSections 7.3, an "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after 10.2 and 10.3, such Indemnified Party has actual knowledge shall deliver written notice of any Claim as a claim for indemnification with reasonable promptness to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who which notice shall conduct describe in reasonable detail the defense nature of the claim, an estimate of the amount of damages attributable to such Claim, shall be approved by claim to the extent feasible and the basis of the Indemnified Party (whose approval Party's request for indemnification hereunder; provided that any failure to timely give such notice shall not unreasonably be withheld)relieve the Indemnifying Party of any of its obligations under this Section 10.7(a) except to the extent that such failure prejudices or impairs, and in any material respect, any of the Indemnified rights or obligations of the Indemnifying Party. If the Indemnifying Party may participate in disputes its liability with respect to such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such actiondispute and, if not resolved through negotiations, the Indemnified Party may initiate a judicial proceeding in accordance with the conditions set forth in Sections 11.10, 11.13 and 11.14. (b) If an Indemnified Party is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under Section 10.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to such Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification hereunder; provided that any failure to timely give such notice shall not relieve the Indemnifying Party of any of its obligations under this Section 10.6(b) except to the extent that such failure prejudices or impairs, in which case any material respect, any of the rights or obligations of the Indemnifying Party. (c) Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the person or entity asserting the Third Party Claim or any cross-complaint against any person or entity, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party shall give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. (d) If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to subparagraph (c) but fails to diligently prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and provided further that expense of the failure of any Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to give notice as a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided herein that the Indemnified Party shall not relieve settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (e) Notwithstanding the other provisions of this Section 10.7, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 10.7 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 10.7 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to the Indemnified Party under this Section 10, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Loss within ten Business Days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Loss but only to the extent actually paid or suffered by the Indemnified Party. (g) In the event a Third Party Claim is brought in which the liability as between the Purchaser and an Occidental Party or its obligations Affiliates is alleged to be joint or in which the entitlement to indemnification under this Agreement unless Section 10 has not been determined, the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, Purchaser and the appropriate Occidental entity shall cooperate in the investigation or joint defense of such Third Party Claim and shall offer to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such Claim shallmatter. Such joint defense shall be under the general management and supervision of the Party which is expected to bear the greater share of the liability, except with unless otherwise agreed; provided, however, that no Party shall settle or compromise any such joint defense matter without the consent of each Indemnified Party (the other Parties, which consent shall not be unreasonably withheld or delayed), consent to entry . Any uninsured costs of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as joint defense shall be reasonably required borne as the Parties may agree, provided, however, that in the absence of such agreement, the defense costs shall be borne by the Party incurring such costs; provided, further, that, if it is determined that one Party was entitled to indemnification under this Section 10, the other Parties shall reimburse the Party entitled to indemnification for all of its costs incurred in connection with the investigation and defense of such Claimdefense.

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

Procedures. Each Any party entitled to seeking indemnification under this Agreement Sections 8.02, 9.02, and 11.02 (each, an "the “Indemnified Party"”) shall give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Third Party to assume the defense of any such Claim; provided that counsel for no delay on the Indemnifying Party, who shall conduct the defense part of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of notifying the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless any liability or obligation hereunder, except to the extent that the Indemnifying Party is materially has been prejudiced thereby. No The Indemnifying Party may, and at the request of the Indemnified shall, participate in and control the defense of any Third Party Claim at its own expense. If the Indemnifying Party assumes control of the defense of any Third Party Claim, the Indemnifying Party shall not be liable under Sections 8.02, 9.02 and 11.02 for any settlement effected by the Indemnified Party without its consent of any Third Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes the defense of a Third Party Claim and if the Indemnified Party later determines in good faith that a Third Party Claim is likely to materially adversely affect it or its business in a manner that may not be adequately compensated by the money damages, then the Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise, or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the investigation defense, compromise or settlement of such claim shall be at the Indemnified Party’s expense and shall not be eligible for indemnification from the Indemnifying Party, but the Indemnifying Party shall be entitled to be indemnified by the Indemnifying Party for the full amount of any other Damages suffered by the Indemnified Party as a result of or arising out of the Third Party Claim. The party controlling the defense of any such Claim shallthird party suit, except with action or proceeding shall keep the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release other party advised of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense status of such Claimaction, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto.

Procedures. Each (a) A Person 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 containing the nature of the Loss, the dates of such Loss and the details of specific Losses, if reasonably practicable (a “Claim Notice”) in respect thereof to the party entitled against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the Third Party Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to indemnification deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Agreement Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (eachb) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim that is exclusively for civil monetary damages at law pursuant to the terms of this Agreement, an "Indemnified Party") the Indemnifying Party shall give have the right, upon written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge within 30 days of any receipt of a Claim as Notice from the Indemnified Party in respect of such Third Party Claim, to which indemnity may be sought, and shall permit assume the defense thereof with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any such Claim; provided Third Party Claim for equitable or injunctive relief, any claim that counsel for the Indemnifying Partywould impose criminal liability or damages or any Third Party Claim involving a customer, who shall conduct the defense supplier, licensor or other partner of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld)Party, and the Indemnified Party may participate shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. If the Indemnifying Party does not elect to assume the defense of such Third Party Claim in such defense at such party's expense (unless accordance with the first sentence of this Section 7.4(b), the Indemnified Party shall have reasonably concluded that there may be a conflict the sole right to assume the defense of interest between and to settle such Third Party Claim. If the Indemnifying Party and assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in such actionthe defense thereof, in which case but the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the Indemnified Party reasonably determines that representation by counsel to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless both the Indemnifying Party is materially prejudiced therebyand such Indemnified Party may present such counsel with a conflict of interest. No If the Indemnifying Party, in Party assumes the investigation or defense of any such Claim Third Party Claim, the Indemnified Party shall, except 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 each the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, consent to entry of any judgment or enter into any settlement or compromise which or consent to the entry of any judgment with respect to such Third Party Claim, unless such settlement, compromise or judgment (i) does not include involve a finding or admission of wrongdoing, (ii) includes an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect to of such Claim. Each Third Party Claim and any similar claims, (iii) does not imposes equitable remedies or any obligation on the Indemnified Party, and (iv) provides solely for the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall furnish deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information regarding itself or with respect thereto as the Claim in question as an Indemnifying Party may reasonably request request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of a Claim Notice in writing and as respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be reasonably conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. (d) The indemnification required hereunder shall be made by (i) prompt payment by the Indemnifying Party or (ii) setoff and application against any amount that may be due to the Indemnifying Party under this Agreement or any Ancillary Agreement pursuant to Section 7.8 of the amount of actual Losses in connection with therewith, as and when bills are received by the investigation and defense of such ClaimIndemnifying Party or Losses incurred have been notified to the Indemnifying Party. (e) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 9.02 (each, an the "Indemnified PartyINDEMNIFIED PARTY") shall agrees to give notice prompt written notice, but no later than 5 days after receipt thereof, to the party required to provide indemnification against whom indemnity is sought (the "Indemnifying PartyINDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding ("CLAIM") in respect of which indemnity may be sought, sought under such Section and shall permit will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. (b) The Indemnifying Party shall be entitled to participate in the defense of, investigation of, or corrective action required to be undertaken in response to, any Claim asserted by a third party, including any Governmental Authority ("THIRD PARTY CLAIM") and, subject to the limitations set forth in this Section or Section 9.04, shall be entitled to control and appoint lead counsel for such defense, in each case at its expense subject to the deductible and maximum liability described in Section 9.02. (c) If the Indemnifying Party shall assume the control of the defense of any such Claim; provided that counsel for Third Party Claim in accordance with the provisions of this Section or Section 9.04, (i) the Indemnifying Party, who Party shall conduct obtain the defense prior written consent of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter withheld) before entering into any settlement or compromise which of such Third Party Claim if the settlement does not include an unconditional release of the Indemnified Party from all liability in liabilities and obligations with respect to such ClaimThird Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim (including any counterclaims filed by Seller) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. This cooperation shall be provided without cost or expense of the other party other than reimbursement of out-of-pocket travel or similar expenses subject to the provisions of Section 9.02. (e) Each Indemnified Party shall furnish such information regarding itself use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 9.02. In addition, each party agrees that it will not, and agrees to use its best efforts to ensure that its Affiliates do not, voluntarily or by discretionary action, accelerate the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with timing, or increase the investigation and defense cost, of such Claimany obligations of the other party under this Article 9.

Procedures. Each party entitled to indemnification under this Agreement Section 4.7 (each, an the "Indemnified PartyINDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "Indemnifying PartyINDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any Claim claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claimclaim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party)expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is materially prejudiced therebya conflict of interest or separate and different defenses. No Indemnifying Party, in the investigation or defense of any such Claim claim or litigation, shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, consent to entry of any judgment or enter into any settlement or compromise which does not include as an unconditional release of term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself claim or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claimlitigation.

Procedures. Each party Any indemnification of GWI, GWI Affiliates, ---------- Supplier or Supplier Affiliates hereunder shall include and extend to the benefit of their respective shareholders, directors, officers and employees. Any person that may be entitled to indemnification under this Agreement (each, an "Indemnified Party") shall give written notice to the party required Person obligated to provide indemnification indemnify it (the an "Indemnifying Party") promptly after such Indemnified Party has actual knowledge with reasonable promptness upon becoming aware of any Claim claim or other facts upon which a claim for indemnification will be based; the notice shall set forth such information with respect thereto as is then reasonably available to which indemnity may be sought, and shall permit the Indemnified Party. The Indemnifying Party shall have the right to assume undertake the defense of any such Claim; provided that claim asserted by a third party with counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by reasonably satisfactory to the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party shall 126 cooperate in such actiondefense and make available all records, materials and witnesses reasonably requested by the Indemnifying Party in which case the fees and expenses of one such counsel for all Indemnified Parties shall be connection therewith at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve 's expense. If the Indemnifying Party shall have assumed the defense of its obligations under this Agreement unless the claim with counsel reasonably satisfactory to the Indemnified Party, the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, shall not be liable to the Indemnified Party for any legal or other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party in the investigation or defense of any such Claim shall, except connection with the consent of each Indemnified defense thereof. The Indemnifying Party (shall not be liable for any claim settled without its consent, which consent shall not be unreasonably withheld or delayed), . The Indemnifying Party shall obtain the written consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect prior to such Claim. Each ceasing to defend, settling or otherwise disposing of any claim if as a result thereof the Indemnified Party shall furnish such information regarding itself would become subject to injunctive or other equitable relief or if the Claim in question as an Indemnifying Indemnified Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense object to such disposition of such Claimclaim based on a continuing adverse effect on the Indemnified Party.

Procedures. Each party entitled to Claims for indemnification under this Agreement shall be asserted and resolved as follows: (each, a) If any Person who or which is entitled to seek indemnification under Section 9.2 (an "“Indemnified Party"”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 9.2, the Indemnified Party shall give notice promptly (i) notify the Party obligated to the party required Indemnified Party pursuant to provide indemnification Section 9.2 above, (the "“Indemnifying Party"”) promptly after such Indemnified of the Third Party has actual knowledge of any Claim as and (ii) transmit to which indemnity may be sought, and shall permit the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this ARTICLE IX), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 9.4(b). The Indemnifying Party shall have full control of such defense and proceedings, including any such Claimcompromise or settlement thereof; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and shall not enter into any settlement agreement without the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense written consent of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to entry all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any judgment business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.4(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually ultimately determined to be entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or compromise which does delayed). The Indemnifying Party may participate in, but not include an unconditional release of control, any defense or settlement controlled by the Indemnified Party from all liability in pursuant to this Section 9.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. Each Such notice by the Indemnified Party shall furnish such information regarding itself or will describe the Direct Claim in question as an reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party may reasonably request will have a period of twenty (20) days within which to object or accept in writing such Direct Claim. Any such objection is called a “Notice of Claim Dispute.” If the Indemnifying Party does not so respond within such twenty (20) day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and as subject to the provisions of this Agreement. Copies of each Notice of Claim Dispute shall be reasonably required sent to Contributee and the Escrow Agent. If Contributee and Contributors fail to resolve any objection contained in connection such Notice of Claim Dispute within twenty (20) days after the date the Notice of Claim Dispute is delivered to Contributee, then, at the request of either Party, they shall meet in an attempt to resolve an objection described in such Notice of Claim Dispute and reach a written agreement with respect to such objection (a “Claim Settlement Agreement”). If Contributors and Contributee enter into a Claim Settlement Agreement, the investigation and defense objections contained in such Notice of Claim Dispute shall be deemed to be as resolved therein. If they are unable to resolve the objection described in such Notice of Claim Dispute within twenty (20) days after delivery to the recipient of such ClaimNotice of Claim Dispute, then Contributors and Contributee shall submit the objections contained in such Notice of Claim Dispute to arbitration as described in Section 9.5.

Procedures. Each party entitled to indemnification under this Agreement Section 6 (each, an the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claimclaim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party)expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further that the Indemnifying Party shall not assume the defense for matters as to which there is materially prejudiced therebya conflict of interest or separate and different defenses. No Indemnifying Party, in the investigation or defense of any such Claim claim or litigation, shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, consent to entry of any judgment or enter into any settlement or compromise which does not include as an unconditional release of term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself claim or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claimlitigation.

Procedures. Each party entitled to indemnification under this Agreement (each, an "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided provided, that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Each party entitled to indemnification under this Agreement The Adimab Indemnitees or Mersana Indemnitees, as the case may be, will (each, an "Indemnified Party"a) shall give provide the indemnifying Party with prompt written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Third Party Claim as giving rise to which indemnity may be soughtan indemnification obligation hereunder, and shall (b) permit the Indemnifying indemnifying Party to assume the defense of full responsibility to investigate, prepare for and defend against any such Third Party Claim; provided that counsel for the Indemnifying Party, who shall conduct (c) provide reasonable assistance in the defense of such Claim, shall be approved by claim at the Indemnified Party (whose approval shall not unreasonably be withheld)indemnifying Party’s reasonable expense, and (d) not compromise or settling such Third Party Claim without the Indemnified indemnifying Party’s advance written consent; provided, however, that no delay on the part of the indemnified Party may participate in such defense at such party's expense (unless notifying the Indemnified indemnifying Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying indemnifying Party of its obligations under this Agreement from any obligation hereunder unless (and then only to the Indemnifying extent that) the indemnifying Party is materially actually prejudiced thereby. No Indemnifying PartyNotwithstanding the foregoing, in if the investigation or indemnifying Party does assume control of the defense of the Third Party Claim, the indemnifying Party will not agree to any settlement of such Third Party Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which in respect thereof that does not include an a complete and unconditional release of the Indemnified indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the indemnified Party without the prior written consent of the indemnified Party. If the Parties cannot agree as to the application of the foregoing Sections 10.1 and 10.2, each may conduct separate defenses of the Third Party Claim, and each Party reserves the right to claim indemnity from the other in respect to such Claim. Each Indemnified accordance with this ARTICLE 10 upon the resolution of the underlying Third Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Each (a) A party entitled 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 indemnification the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the Third-Party Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request, to the extent such information is reasonably available. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Agreement Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure. (eachb) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third-Party Claim that is exclusively for civil monetary damages at Law pursuant to the terms of this Agreement, an "Indemnified Party") the Indemnifying Party shall give have the right, upon written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge within 15 days of any receipt of a Claim as Notice from the Indemnified Party in respect of such Third-Party Claim, to which indemnity may be sought, and shall permit assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any such Claim; provided Third-Party Claim that counsel for the Indemnifying Party(i) seeks, who shall conduct the defense in addition to or in lieu of such Claimmonetary damages, shall be approved by any injunctive or other equitable relief, (ii) relates to or arises in connection with any criminal action, indictment, allegation or investigation, (iii) presents, under applicable standards of professional conduct, a conflict on any significant issue between the Indemnified Party and the Indemnifying Party or (whose approval shall not unreasonably be withheld)iv) involves a material customer, supplier or distributor, and the Indemnified Party may participate shall have the right to defend, at the expense of the Indemnifying Party, any such Third-Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third-Party Claim within the time period and otherwise in such defense at such party's expense (unless accordance with the first sentence of this Section 7.4(b), then the Indemnified Party shall have reasonably concluded that there may be a conflict the sole right to assume the defense of interest between and to settle such Third-Party Claim. If the Indemnifying Party and assumes the defense of such Third-Party Claim, then the Indemnified Party shall have the right to employ separate counsel and to participate in such actionthe defense thereof, in which case but the fees and expenses of one such counsel for all Indemnified Parties 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 provided further that the failure of any Indemnified Party reasonably determines that representation by counsel to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless both the Indemnifying Party is materially prejudiced therebyand such Indemnified Party may present such counsel with a conflict of interest. No If the Indemnifying Party, in Party assumes the investigation or defense of any such Claim Third-Party Claim, then the Indemnified Party shall, except 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, then the Indemnifying Party shall not, without the prior written consent of each the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, consent to entry of any judgment or enter into any settlement or compromise which 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 to of such Claim. Each Third-Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall furnish deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information regarding itself or with respect thereto as the Claim in question as an Indemnifying Party may reasonably request in writing request, to the extent such information is reasonably available. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure and as shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VII. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) The indemnification required hereunder shall be reasonably required made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party. (e) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (f) Notwithstanding the provisions of Section 9.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third-Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the investigation matters alleged therein and defense of agrees that process may be served on each Indemnifying Party with respect to such Claimclaim anywhere.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 10.02 or Section 10.03 (each, an the "Indemnified Party") shall agrees to give notice prompt written notice, but no later than 5 days after receipt thereof, to the party required to provide indemnification against whom indemnity is sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding ("Claim") in respect of which indemnity may be sought, sought under such Section and shall permit will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. (b) The Indemnifying Party shall be entitled to participate in the defense of, investigation of, or corrective action required to be undertaken in response to, any Claim asserted by a third party, including any Governmental Authority ("Third Party Claim") and, subject to the limitations set forth in this Section or Section 10.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its expense subject to the deductible and maximum liability described in Section 10.02 and Section 10.03, as applicable. (c) If the Indemnifying Party shall assume the control of the defense of any such Claim; provided that counsel for Third Party Claim in accordance with the provisions of this Section or Section 10.03, (i) the Indemnifying Party, who Party shall conduct obtain the defense prior written consent of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter withheld) before entering into any settlement or compromise which of such Third Party Claim if the settlement does not include an unconditional release of the Indemnified Party from all liability in liabilities and obligations with respect to such Claim. Each Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim (including any counterclaims filed by Sellers) and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such information regarding itself conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. This cooperation shall be provided without cost or expense other than reimbursement of out-of-pocket travel or similar expenses subject to the Claim in question provisions of Section 10.02 and Section 10.03, as an applicable. (e) Other than with respect to liabilities relating to matters covered by Section 7.07(a) (which shall be governed solely by Section 7.07), if the Indemnifying Party may reasonably request is required to indemnify the Indemnified Party with respect to any Claim or assumes the defense of any Third Party Claim under Section 10.02 or Section 10.03, the Indemnifying Party shall have the right, in writing and as shall be reasonably required good faith, to determine all matters relating to the utilization of any insurance policy of any Transferred Company in connection with the investigation Claim or Third Party Claim and defense shall be entitled to control all decisions relating to such claims under such insurance policies as if it were the named insured thereunder; provided, however, that notwithstanding anything in this 10.04(e) to the contrary, the Indemnified Party shall entitled to indemnification pursuant to the provisions of Section 10.02 or Section 10.03 regardless of whether a claim under such Claiminsurance policies is pursued and regardless of whether any proceeds from such claim are collected. Buyer and Parent agree to cooperate and take all reasonable actions necessary to implement the intent of the provisions set forth in this clause (e), and each Indemnified Party further agrees that it will not take any action that is inconsistent with the provisions of this clause (e) and will refrain from taking any action or doing anything that would undermine the insurance benefits available to Indemnifying Party as contemplated by this Section 10.04(e). (f) To the extent that the procedures set forth in this Section 10.04 conflict with the procedures set forth in Section 10.03, the procedures set forth in Section 10.03 shall govern.

Procedures. Each party entitled to indemnification under this Agreement Section 2.6 (each, an the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claimclaim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party)expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is materially prejudiced therebya conflict of interest or separate and different defenses. No Indemnifying Party, in the investigation or defense of any such Claim claim or litigation, shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, consent to entry of any judgment or enter into any settlement or compromise which does not include as an unconditional release of term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself claim or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claimlitigation.

Procedures. Each party entitled to indemnification under this Agreement (each, an a) A Party (the "Indemnified Party") with respect to a Loss or claim or demand for indemnification by any Person against such Party (a "Third Party Claim") shall give notice (the "Claim Notice") of such Loss, claim or demand to the party required to provide indemnification Party from whom such Claim is made (the "Indemnifying Party") promptly with reasonable promptness after the Indemnified Party's receipt of notice of the Third Party Claim and shall provide the Indemnifying Party with such information in connection therewith as the Indemnifying Party may reasonably request. However, the failure to give notice of a Claim Notice shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party has actual knowledge for any and all Losses that may be incurred by the Indemnified Party as a result of a Third Party Claim pursuant to the terms of this Agreement, to the extent that such Losses are applicable only to civil economic losses as provided for by law, then the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party at its own expense (without reference to any limitations on indemnification hereunder) and satisfactory to the Indemnified Party within 15 days of the receipt of the Claim Notice from the Indemnified Party in connection with such Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim as for equitable or injunctive relief or any claim that could impose criminal liability or indemnification and the Indemnified Party shall be entitled to which indemnity may defend any such Third Party Claim, at the Indemnifying Party's expense. The Indemnifying Party shall be sought, responsible for the fees and shall permit expenses of the counsel retained by the Indemnified Party due to any failure of the Indemnifying Party to assume the defense of any such the Third Party Claim; provided that counsel for . If the Indemnifying Party, who shall conduct Party does not expressly elect to assume the defense of such Claim, shall be approved by Third Party Claim during the Indemnified Party Term or as provided in the first sentence of this Section 7.4 (whose approval shall not unreasonably be withheldb), and the Indemnified Party may participate in such defense at such party's expense (unless then the Indemnified Party shall have reasonably concluded that there may be a conflict the sole right to assume the defense of interest between and settle such Third Party Claim. If the Indemnifying Party and assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to retain its own counsel and participate in such actionthe defense thereof, in which case but the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein unless (i) the employment of such counsel shall not relieve be expressly authorized in writing by the Indemnifying Party or (ii) the parties named in the Third Party Claim (including any Sued Party) include both the Indemnified Party and the Indemnifying Party and representation of both the Indemnifying Party by the Indemnifying Party's counsel could result in a conflict of interest with respect to 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, at the reasonable request and expense of the Indemnifying Party, 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. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party may not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise, or consent to entry of any judgment, if such settlement, compromise or judgment (i) involves a discovery or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party of all liability related to such Third Party Claim, or (iii) impose equitable relief or any obligation on the Indemnified Party other than the payment only of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification with respect to a Loss or claim or demand under this Agreement (a "Direct Claim") shall, with reasonable promptness after becoming aware of the facts giving rise to such Direct Claim, give the Indemnifying Party notice of such Loss or claim or demand and provide the Indemnifying Party with such information regarding such Loss or claim or demand as the Indemnifying Party may reasonably request. The failure to deliver a notice of claim, however, will not release the Indemnifying Party from any of its obligations under this Agreement unless Article VII except to the extent the Indemnifying Party is materially prejudiced therebyby such failure and will not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or pursuant to the terms of this Article VII. No If the Indemnifying Party does not notify the Indemnified Party that it disputes its liability to the Indemnified Party under this Agreement within 10 days of receiving a notice of claim for a Direct Claim, then the Direct Claim specified by the Indemnified Party in such notice of claim shall be conclusively deemed to be the liability of the Indemnifying Party under this Agreement and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an obligation to indemnify but asserts that it should pay a lesser amount than is claimed by the Indemnified Party, in the investigation Indemnifying Party shall promptly pay such lesser amount to the Indemnified Party, without prejudice to or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release representing a waiver of the Indemnified Party's claim for any deficiency. (d) The Indemnifying Party from all liability shall have no right to assert or institute any action against any other Person before an action is instituted or a claim is made by an Indemnified Party against the Indemnifying Party under this Agreement. (e) Notwithstanding Section 9.8, each Indemnifying Party hereby consents to the non- exclusive jurisdiction of any court in respect of any Claim that the Indemnified Party in a Third Party Claim may have against the Indemnifying Party under this Agreement with respect to such Claim. Each Indemnified Party shall furnish such information regarding itself action or the Claim in question as an matters asserted therein and agrees that process may be served upon each Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense respect of such ClaimClaim anywhere.

Procedures. Each party entitled to indemnification under this Agreement If any Party (each, an "the “Indemnified Party"”) receives notice of any Third Party Claim for which the other Party has an obligation to indemnify (the “Indemnifying Party”), the Indemnified Party shall, as promptly as is reasonably possible, give the Indemnifying Party notice of such Third Party Claim; provided, however, that failure to give such notice promptly shall give notice only relieve the Indemnifying Party of any indemnification obligation it may have hereunder to the party required to provide indemnification (extent such failure diminishes the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge ability of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any respond to or to defend against such Third Party Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the . The Indemnifying Party and the Indemnified Party in such action, in which case shall consult and cooperate with each other regarding the fees response to and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Third Party Claim and the Indemnifying Party shall, except with upon its acknowledgment in writing of its obligation to indemnify, be entitled to and shall assume the consent of each Indemnified Party (which consent shall not be unreasonably withheld defense or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release represent the interests of the Indemnified Party from all liability (or any other applicable indemnified parties) in respect of such Third Party Claim, that shall include the right to such Claim. Each select and direct legal counsel and other consultants to appear in proceedings on behalf of the Indemnified Party shall furnish (or any other applicable indemnified parties) and to propose, accept or reject offers of settlement, all at its sole cost; provided, however, that no such information regarding itself settlement that requires any payment or action by or admits wrongdoing of the Claim in question as an Indemnifying Indemnified Party may reasonably request in writing and as (or any other applicable indemnified parties) shall be reasonably required made without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld. Nothing herein shall prevent the Indemnified Party from retaining its own counsel and participating in connection with the investigation its own defense at its own cost and defense of such Claimexpense.

Procedures. Each party entitled to Claims for indemnification under this Agreement shall be asserted and resolved as follows: (each, a) If any Person who or which is entitled to seek indemnification under Section 10.2 (an "“Indemnified Party"”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 10.2, the Indemnified Party shall give notice to promptly (i) notify the party required to provide against whom indemnification is sought (the "“Indemnifying Party"”) promptly after such Indemnified of the Third Party has actual knowledge of any Claim as and (ii) transmit to which indemnity may be sought, and shall permit the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnified Party to dispute whether such claim is an identifiable Loss under this Article X), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.3(b). The Indemnifying Party shall have full control of such defense and proceedings, including any such Claimcompromise or settlement thereof; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and shall not enter into any settlement agreement without the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense written consent of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to entry all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any judgment business by the Indemnified Party or its Affiliates. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.3(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.3(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or compromise which does delayed). The Indemnifying Party may participate in, but not include an unconditional release of control, any defense or settlement controlled by the Indemnified Party from all liability in pursuant to this Section 10.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. Each Such notice by the Indemnified Party shall furnish such information regarding itself or will describe the Direct Claim in question as an reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party may reasonably request will have a period of five Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and as subject to the provisions of this Agreement. (e) Any indemnification payment made pursuant to this Agreement shall be reasonably required net of any insurance proceeds realized by and paid to the Indemnified Party in connection with the investigation and defense respect of such Claimclaim, and the amount of any Loss shall take into account any net Tax benefits attributable to the circumstance or event giving rise to such Loss.

Procedures. Each 9.3.1 A party entitled (the “Indemnified Party”) that intends to claim indemnification under this Agreement Section shall promptly notify the other party (each, an "the “Indemnifying Party”) in writing of any claim of a Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by the Indemnified Party") . Notice by the Indemnified Party to the Indemnifying Party shall give include a copy of the Third Party claim. An Indemnifying Party shall have the right to direct the defense, compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to the party required Indemnified Party of its election to provide indemnification do so within twenty (20) days after receipt of notice in accordance with the "preceding sentence. If the Indemnifying Party fails to so notify the Indemnified Party of its election to defend any such Third Party claim, the Indemnified Party will (upon further notice to the Indemnifying Party") promptly after have the right to undertake the defense, compromise or settlement of such Indemnified Party has actual knowledge claim on behalf of any Claim as and for the account and expense of the Indemnifying Party, subject to which indemnity may be sought, and shall permit the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof if and only if such assumption would not prejudice the defense of such claim or the rights of the Indemnified Party. 9.3.2 In the event an Indemnifying Party has assumed the defense of any such claim, the Indemnified Party shall nonetheless have the right to select its own counsel and participate in the defense of such claim at and for its own expense and account. Where the Indemnifying Party has assumed defense of any Damage Claim; provided that , the Indemnified Party and its counsel, if retained, shall consult and cooperate with counsel for the Indemnifying Party in defending against any such Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and testimony and consultation on technical matters. 9.3.3 An Indemnifying Party shall not under any circumstances, without the written consent of the Indemnified Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of settle or compromise any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation claim or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to the entry of any judgment which might in any material way prejudice or enter into any settlement adversely affect the Indemnified Party or compromise its continued business activities and which does not include as an unconditional release of term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such claim, in form and substance reasonably satisfactory to such Claim. Each the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party claim that can be settled by the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party shall furnish such information regarding itself or elects not to settle, then the Claim in question as an Indemnifying Party may reasonably request shall not be liable hereunder, with respect to any Damage Claim arising from such Third Party claim, for more than the amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the claim plus any related costs and expenses incurred by the Indemnified Party as shall be reasonably required in connection with of the investigation and defense date of such Claimoffer of settlement.

Procedures. Each party entitled to (a) Any Person seeking indemnification under this Agreement Section 6.2 (each, an the "Indemnified Party") shall agrees to give prompt written notice to the party required to provide indemnification against whom indemnity is sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as claim that does not involve a Third Party Claim, which notice shall describe in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to which indemnity may be sought, such claim to the extent feasible and shall permit the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party to assume disputes such claim and such dispute is not resolved by the defense of any parties, such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, dispute shall be approved by the resolved in accordance with Section 7.9. (b) If an Indemnified Party (whose approval shall not unreasonably be withheld)is notified of a Third Party Claim which may give rise to a claim for indemnification against any Indemnifying Party under this Section, and the Indemnified Party may participate in such defense at such party's expense (unless then the Indemnified Party shall have reasonably concluded promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that there may be a conflict of interest between any failure to timely give such notice shall not relieve the Indemnifying Party of any of its obligations under this Section 6 except to the extent that such failure prejudices or impairs, in any material respect, any of the rights or obligations of the Indemnifying Party. (c) Any Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such actionaction and to participate in the defense thereof, in which case but the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party failed to assume the defense and employ counsel or failed to diligently prosecute or settle the Third Party Claim or (iii) there shall exist or develop a conflict that would ethically prohibit counsel to the Indemnifying Party from representing the Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest, including, without limitation, by making any counterclaim against the person or entity asserting the Third Party Claim or any cross-complaint against any person or entity, in each case only if and to the extent that any such counterclaim or cross-complaint arises from the same actions or facts giving rise to the Third Party Claim. The Indemnifying Party shall be the sole judge of the acceptability of any compromise or settlement of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, provided that the Indemnifying Party will give the Indemnified Party reasonable prior written notice of any such proposed settlement or compromise and will not consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder) shall reimburse the Indemnified Party for its reasonable out of pocket costs incurred with respect to such cooperation. (d) If the Indemnifying Party fails to assume the defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the first sentence of subparagraph (c), or if the Indemnifying Party assumes the defense of the Indemnified Party pursuant to subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and provided further that expense of the failure of any Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to give notice as a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided herein that the Indemnified Party shall not relieve settle such Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (e) Notwithstanding the other provisions of this Section 6.3, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 6.3 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 6.3 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to the Indemnified Party under this Section 6, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of its obligations a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party. (g) In the event a Third Party Claim is brought in which the liability as between the Partnership and the Contributor is alleged to be joint (it being agreed that any Third Party Claim related to a Pre-Closing Contingent Liability shall be deemed joint) or in which the entitlement to indemnification under this Agreement unless Section 6 has not been determined, the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, Partnership and the Contributor shall cooperate in the investigation or joint defense of such Third Party Claim and shall offer to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such Claim shallmatter. Such joint defense shall be under the general management and supervision of the party which is expected to bear the greater share of the liability, except with unless otherwise agreed; provided, however, that neither party shall settle or compromise any such joint defense matter without the consent of each Indemnified Party (the other, which consent shall not be unreasonably withheld or delayed), consent to entry . Any uninsured costs of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as joint defense shall be reasonably required borne as the parties may agree, provided, however, that in the absence of such agreement, the defense costs shall be borne by the party incurring such costs; provided, further, that, if it is determined that one party was entitled to indemnification under this Section 6, the other party shall reimburse the party entitled to indemnification for all of its costs incurred in connection with the investigation and defense of such Claimdefense.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 8.02 (each, an "the “Indemnified Party"”) shall agrees to give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought, sought under such Section and shall permit will provide the Indemnifying Party to assume the defense of any such Claim; provided information with respect thereto that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of may reasonably request. The failure to so notify the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless hereunder, except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure to provide timely notice. (b) The Indemnified Party shall obtain the prior written consent of the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), consent to entry of any judgment or enter ) before entering into any settlement or compromise of any Claim asserted by any third party (“Third Party Claim”) for which does not include an unconditional release of the Indemnified Party will seek indemnification from all liability the Indemnifying Party hereunder. (c) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in respect the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such Claim. records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) Each Indemnified Party shall furnish such information regarding itself use reasonable efforts to collect any amounts available under insurance coverage, or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall from any other Person alleged to be reasonably required in connection with the investigation and defense of such Claimresponsible, for any Damages payable under Section 8.02.

Procedures. Each party entitled to indemnification under this Agreement (each, an "Indemnified Party") shall give written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Indemnifying Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Each (a) A party entitled seeking indemnification pursuant to indemnification under this Agreement Sections 7.2 or 7.3 (each, an "“Indemnified Party"”) shall give prompt notice to the party required to provide from whom such indemnification is sought (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim or assessment, or the commencement of any action, suit, audit or proceeding, by a third party in respect of which indemnity may be sought, sought hereunder (a “Third Party Claim”) and shall permit will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). Notice may be given to any Frost Group Shareholder by giving notice to the Representative (defined below). The Indemnifying Party shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Party within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. If the Indemnifying Party shall fail to assume the defense of the Third Party Claim within such fifteen (15) day period, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. If the Indemnifying Party elects to assume the defense of any such Third Party Claim; provided that counsel for , the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim without the Indemnifying Party’s prior written consent, who which shall conduct not be unreasonably withheld. In the event that the Indemnifying Party does not elect to assume the defense of any such Third Party Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate do any of the foregoing and/or defend such Third Party Claim, all at the expense and on the account of the Indemnifying Party. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. (c) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim in accordance with the terms hereof, shall have the right, upon fifteen (15) business days prior written notice to the Indemnified Party, to consent to the entry of judgment with respect to, or otherwise settle such defense at Third Party Claim provided the Indemnifying Party shall be solely obligated to satisfy and discharge such party's expense judgment or settlement, unless (unless i) the Third Party Claim involves equitable or other non-monetary damages or (ii) in the reasonable judgment of the Indemnified Party shall such settlement would have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and continuing material adverse effect on the Indemnified Party in such actionParty, in which case such settlement only may be made with the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense written consent of the Indemnified Party. (d) Whether or not the Indemnifying Party)Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish records, information and testimony, and provided further that the failure of any Indemnified Party 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 give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of reimburse the Indemnified Party from for all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required its reasonable out-of-pocket expenses in connection with the investigation and defense of such Claimtherewith.

Procedures. Each If any third party entitled shall assert any claim against a GHS, The Learning Annex or a Shareholder, as the case may be, which, if successful, would entitle the such person to indemnification under this Agreement Section 12(a) or (eachb), an as the case may be, such person (the "Indemnified PartyINDEMNIFIED PARTY") shall give a notice of such claim to the party required from whom it intends to provide seek indemnification (the "Indemnifying PartyINDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded the right to assume the defense. If the Indemnified Party does assume such defense, the Indemnifying Person shall indemnify and hold the Indemnified Party harmless from and against any and all losses, damages and liabilities caused by or arising out of any settlement or judgment of such claim and the Indemnifying Person may not claim that there may be a conflict of interest between it does not have an indemnification obligation with respect thereto. In addition, the Indemnifying Party and shall have the Indemnified Party right to participate in the defense of such actionclaim at its expense, in which case (i) the fees Indemnified Party shall cooperate in providing information to and expenses consulting with the Indemnifying Party about the claim; and (ii) the Indemnified Party shall not consent to the entry of one such counsel for all Indemnified Parties shall be at judgment or enter into any settlement without the expense prior written consent of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of . If the Indemnified Party from all liability in respect to does not assume the defense of any such Claim. Each Indemnified Party shall furnish such information regarding itself or claim, the Claim in question as an Indemnifying Party may reasonably request defend against or settle such claim in writing such manner and on such terms as it in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate and shall be reasonably required entitled to indemnification in connection respect thereof in accordance with Section 12(a) or (b), as the investigation and defense of such Claimcase may be.

Procedures. Each party entitled to Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) Any Buyer Indemnitee or Seller Indemnitee claiming indemnification under this Agreement (each, an "“Indemnified Party"”) with respect to any claim asserted against the Indemnified Party by a third party (“Third Party Claim”) in respect of any matter that is subject to indemnification hereunder shall give (i) notify the other Party (the “Indemnifying Party”) of the Third Party Claim within thirty (30) days of the date on which the Indemnified Party knows or should have known of the Third Party Claim, and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the basis of the Indemnified Party’s request for indemnification under this Agreement and the amount of the Damages estimated to arise therefrom. Subject to Section 10.01, failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend any such Third Party Claim, upon notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge within fifteen (15) days of any receipt of a Claim as Notice in respect of such Third Party Claim, to which indemnity may be sought, and shall permit assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any such Claim; provided Third Party Claim for equitable or injunctive relief or any claim that counsel for would impose criminal liability. If the Indemnifying Party, who shall conduct Party does not expressly elect to assume the defense of such Claim, shall be approved by Third Party Claim within the Indemnified Party (whose approval shall not unreasonably be withheldtime period or in accordance with the first sentence of this Section 9.03(b), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict the right to assume the defense of interest between and to settle such Third Party Claim. If the Indemnifying Party and assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in such actionthe defense thereof, in which case but the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Indemnified Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve . If the Indemnifying Party assumes the defense of its obligations under this Agreement unless any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense (but only if the Indemnified Party is actually entitled to indemnification hereunder), cooperate with the Indemnifying Party is materially prejudiced thereby. No in such defense and, at no cost to the Indemnifying Party, make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the investigation Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall have full control of such Claim shalldefense and proceedings, except with including any compromise or settlement thereof; provided, however, that the Indemnifying Party shall not enter into any settlement agreement without the written consent of each the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed) unless, in the case of the Indemnifying Party being Seller or its Affiliates, such settlement agreement also covers in all material respects at least a part of the Retained Business that is subject to the same Third Party Claim and the Business is treated in a substantially similar manner as the Retained Business (other than exceptions related to the size of the Business relative to the Retained Business) in such settlement agreement. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.03(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party is not defending the Indemnified Party pursuant to Section 10.03(b), then the Indemnified Party shall defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third Party Claim with counsel selected by the Indemnified Party, in all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, consent to entry of but not control, any judgment defense or enter into any settlement or compromise which does not include an unconditional release of controlled by the Indemnified Party from all liability in pursuant to this Section 11.03(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such Claim. Each participation. (d) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Damage or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall furnish deliver a Claim Notice in respect thereof to the Indemnifying Party within 30 days of the date on which the Indemnified Party knows of the Direct Claim, and shall provide the Indemnifying Party with such information regarding itself or with respect thereto as the Claim in question as an Indemnifying Party may reasonably request request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article X. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of a Claim Notice in writing and as respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be reasonably required conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. Buyer and Seller hereby covenant and agree that, to the extent there is a disagreement with respect to a Direct Claim, they shall endeavor to negotiate in connection with good faith to arrive at a resolution of such disagreement. (e) Notwithstanding anything to the investigation contrary contained herein, Seller shall have the sole and absolute right to defend and control the defense of each of the matters set forth on Schedule 4.10, and such Claimright to defend and control shall not be subject to the requirements or limitations otherwise set forth in this Section 10.03 in respect of Third Party Claims.

Procedures. Each party entitled to indemnification under this Agreement (each, an the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Indemnifying Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Sections 9.08 or 11.02 (each, an the "Indemnified Party") shall agrees to give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding ("Claim") in respect of which indemnity may be sought, sought under such Section and shall permit will provide the Indemnifying Party to assume the defense of any such Claim; provided information with respect thereto that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of may reasonably request. The failure to so notify the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party ("Third Party Claim") and, subject to the limitations set forth in this Agreement unless Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense; provided that it has acknowledged responsibility for the defense of such Claim; and provided further that The Limited shall control the defense of, and appoint the lead counsel in connection with, the Retained Litigation. (c) If the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in shall assume the investigation or control of the defense of any such Third Party Claim shall, except in accordance with the provisions of this Section 11.03, (1) the Indemnifying Party shall obtain the prior written consent of each the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), consent to entry of any judgment or enter ) before entering into any settlement or compromise which does not include an unconditional release of such Third Party Claim and (2) the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required entitled to participate in connection with the investigation and defense of such ClaimThird Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party.

Procedures. Each party entitled to Claims for indemnification under this Agreement shall be asserted and resolved as follows: (each, a) If any Person entitled to seek indemnification under Section 10.2 or Section 10.3 (an "“Indemnified Party"”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a Third Party (“Third Party Claim”) in respect of any matter that is subject to indemnification under Section 10.2 or Section 10.3 the Indemnified Party shall give notice to promptly (i) notify the party required to provide Party against whom indemnification is sought (the "“Indemnifying Party"”) promptly after such Indemnified of the Third Party has actual knowledge of any Claim as and (ii) transmit to which indemnity may be sought, and shall permit the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to assume such claim (if any), the Indemnified Party’s best estimate of the amount of Damages attributable to the Third Party Claim, if known, and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent (and then only to the extent) the Indemnifying Party is prejudiced by such failure. (b) The Indemnifying Party shall defend a Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 10.5(b). The Indemnifying Party shall have full control of such defense of and proceedings, including any such Claimcompromise or settlement thereof; provided that counsel for the prior written consent of the Indemnified Party shall be required with respect to any such compromise or settlement if (A) the Indemnified Party or any of its Affiliates would be required to pay any monetary damages as a result of such compromise or settlement, (B) such compromise or settlement requires any admission of guilt or wrongdoing on the part of the Indemnified Party or contains any sanction, restriction or relief that would adversely affect the conduct of any business of the Indemnified Party or its Affiliates in any material respect or (C) such compromise or settlement does not fully and unconditionally release the Indemnified Party with respect to such Third Party Claim. If requested by the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not unreasonably be withheldcontrol, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.5(b), and the Indemnified Party may participate in shall bear its own costs and expenses with respect to such participation; provided that notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable costs and expenses of such defense at such party's expense (unless including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s outside counsel shall have reasonably concluded and advised in writing (with a copy to the Indemnifying Party) that there may be are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party or (y) the Indemnified Party’s outside counsel shall have advised in writing (with a copy to the Indemnifying Party) that there is a conflict of interest between that would make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. (c) Any claim by an Indemnified Party on account of Damages that does not result from a Third Party Claim (a “Direct Claim”) must be asserted by giving the Indemnifying Party written notice thereof prior to the expiration of the applicable survival period set forth in Section 10.1. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of twenty (20) Business Days within which to respond in writing to such actionDirect Claim. If the Indemnifying Party does not so respond within such twenty (20) Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of event the Indemnified Party from all liability will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (d) Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds realized by and paid to the Indemnified Party in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claimclaim.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Article 10 (each, an "the “Indemnified Party"”) shall agrees to give prompt notice in writing to the party required against whom indemnity is to provide indemnification be sought (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim or the commencement of any suit, action or proceeding by any third party (a “Third-Party Claim”) in respect of which indemnity may be sought, sought under such section. Such notice shall set forth in reasonable detail the facts and shall permit circumstances of such Third-Party Claim and the basis for indemnification in respect thereof (taking into account the information then available to the Indemnified Party). The failure of the Indemnified Party to so notify the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under hereunder, except to the extent such failure has prejudiced the Indemnifying Party. (b) The Indemnifying Party shall, subject to the limitations set forth in this Agreement unless Section 10.03, have the right, upon written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the expense of the Indemnifying Party, with counsel selected by the Indemnifying Party. If the Indemnifying Party is materially prejudiced therebydoes not so elect to assume the defense of such Third-Party Claim, the Indemnified Party shall have the sole right to assume the defense of such Third-Party Claim. No 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 and shall not constitute indemnifiable Damages hereunder unless (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, or (ii) in the investigation or reasonable judgment of the Indemnified Party’s counsel, the representation of both the Indemnifying Party and such Indemnified Party by the same counsel would present such counsel with a conflict of interest under applicable standards of professional conduct. (c) If the Indemnifying Party assumes the control of the defense of any such Third-Party Claim shall, except in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of each the Indemnified Party (which consent shall not be unreasonably withheld withheld, delayed or delayed), consent to entry of any judgment or enter conditioned) before entering into any settlement or compromise which of such Third-Party Claim, if the settlement (A) does not include an unconditional release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim, (B) imposes injunctive, equitable relief or any obligation on the Indemnified Party or any of its Affiliates other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder, (C) involves a finding or admission of wrongdoing or violation of Applicable Law by the Indemnified Party, (D) encumbers the assets of the Indemnified Party from all liability in respect or imposes any restriction or condition that would apply to such Claimor adversely affect the Indemnified Party or (E) reasonably could be expected to have a material adverse effect on the Taxes of Parent, the Surviving Corporation or their respective Affiliates for a taxable period or portion thereof beginning after the Closing Date. Each The Indemnified Party shall furnish such information regarding itself or not settle any Third-Party Claim without the Claim in question as an prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). (d) Each party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third-Party Claim, and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably request requested in connection therewith. (e) In the event an Indemnified Party has a claim for indemnity under this Article 10 against the Indemnifying Party that does not involve a Third-Party Claim (a “Direct Claim”), the Indemnified Party agrees to give prompt notice thereof in writing to the Indemnifying Party. Such notice shall set forth in reasonable detail the facts and as shall be reasonably required in connection with the investigation and defense circumstances of such ClaimDirect Claim and the basis for indemnification in respect thereof (taking into account the information then available to the Indemnified Party). The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party. (f) To the extent anything in this Section 10.03 is inconsistent with Section 8.01(e), the provisions of Section 8.01(e) shall govern with respect to any Tax Contest.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 6.01 (each, an "the “Indemnified Party"”) shall give prompt notice in writing to the party required Party against whom indemnity is to provide indemnification be sought (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought, sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and shall permit the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to assume the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such Claimdefense, in each case at its own expense; provided that counsel for the Indemnifying Party, who shall conduct the defense prior to assuming control of such Claimdefense, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party must acknowledge that it would have an indemnity obligation for the alleged Damages resulting from such Third Party Claim as provided under this Article 6; and provided further that #90879273v29 any Third Party Claim relating to any alleged infringement, misappropriation or other violation of any third-party Intellectual Property Right shall be solely controlled by Pernix, who will act under and at the Indemnified Party direction of the Company Board so long as there is no conflict between the Company’s rights and interests and Pernix’s rights and interests; and in the case of any conflict, the Company shall assume control of such actiondefense and Pernix shall be entitled to participate in the defense and employ separate counsel of its choice for such purpose, in which case the fees and expenses of one such separate counsel for all Indemnified Parties shall be at borne by Pernix. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the expense defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 6.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 6.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Subsidiaries, or (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that the Indemnifying Party shall pay the reasonable fees and expenses of such separate counsel if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (f) 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. (g) In the event an Indemnified Party has a claim for indemnity under Section 6.01 against an Indemnifying Party that does not involve a Third Party Claim, the #90879273v29 Indemnified Party agrees to give prompt, written notice of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party), and provided further that . The failure to so notify the failure of any Indemnified Indemnifying Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of notify the Indemnified Party from all liability in within thirty (30) days following the receipt of a written notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Damages with respect to such Claim. Each claim, such Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party shall furnish any and all Damages arising out of such information regarding itself or claim. If the Claim in question as an Indemnifying Party may reasonably request has timely disputed its indemnity obligation for any Damages with respect to such claim, the Parties shall proceed in writing and as good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be reasonably required resolved by binding arbitration pursuant to the terms set forth in connection with the investigation and defense of such Claim‎Section 8.07.

Procedures. Each The party entitled to seeking indemnification under this Agreement Section 15.2 ---------- (each, an the "Indemnified Party") shall agrees to give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claimsought under Section 15.2; provided that counsel for the Indemnifying Party, who failure to give such notice shall conduct the defense of such Claim, shall be approved by not limit the Indemnified Party (whose approval shall not unreasonably be withheld), and Party's right to indemnification hereunder except to the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded extent that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No The Indemnifying Party, in Party shall assume control of the investigation or defense of any such Claim shallsuit, except with action or proceeding and the Indemnified Party may participate in the defense of any such suit, action or proceeding at its own expense. The Indemnifying Party shall not be liable under Section 15.2 for any settlement effected without its consent of each Indemnified Party (any claim, litigation or proceeding in respect of which indemnity may be sought hereunder; provided, however, that consent to settlement shall not be unreasonably withheld or delayed). In any such suit, consent action or proceeding, the Indemnified Party shall have the right to entry retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party has failed to assume the defense of such suit, action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, or (iii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in any judgment which case, if the Indemnified Party notifies the Indemnifying Party in writing that the Indemnified Party elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such suit, action or enter into any settlement or compromise which does not include an unconditional release proceeding on behalf of the Indemnified Party from all liability in respect to such ClaimParty. Each Indemnified The Indemnifying Party shall furnish such information regarding itself or not be liable for the Claim fees and expenses of more than one separate firm of attorneys (in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with addition to any local counsel) at any time for all the investigation and defense of such ClaimIndemnified Parties.

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

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 11.01 (each, an the "Indemnified PartyINDEMNIFIED PARTY") shall agrees to give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "Indemnifying PartyINDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding ("CLAIM") in respect of which indemnity may be sought, sought under such Section and shall permit will provide the Indemnifying Party to assume the defense of any such Claim; provided information with respect thereto that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of may reasonably request. The failure to so notify the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party ("THIRD PARTY CLAIM") and, subject to the limitations set forth in this Agreement unless Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. (c) If the Indemnifying Party is materially prejudiced therebyshall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11.03: (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party; and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. No The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld withheld, delayed or delayed)conditioned. (d) Each Party shall cooperate, consent and cause their respective Affiliates to entry cooperate, in the defense or prosecution of any judgment Third Party Claim and shall furnish or enter into any settlement cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or compromise which does not include an unconditional release appeals, as may be reasonably requested in connection therewith. Indemnified Party shall keep Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party from all liability in respect to such Claim. Party. (e) Each Indemnified Party shall furnish such information regarding itself use reasonable efforts to collect any amounts available under insurance coverage, or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall from any other Person alleged to be reasonably required in connection with the investigation and defense of such Claimresponsible, for any Damages payable under Section 11.01.

Procedures. Each The party entitled to seeking indemnification under this Agreement (each, an the "Indemnified Party") shall give notice to the party required to provide from whom indemnification is sought (the "Indemnifying Party") promptly after written notice of any claim, demand, assessment, action, suit or proceeding to which the indemnity set forth in this Agreement applies. If the document evidencing such claim or demand is a court pleading, the Indemnified Party has actual knowledge shall give such notice within 10 days of any Claim as to which indemnity may be soughtreceipt of such pleading, and otherwise shall give such notice within 30 days of the date it receives written notice of such claim. If the Indemnified Party's request for indemnification arises from the claim of a third party, the written notice shall permit the Indemnifying Party to assume the defense control of any such Claim; provided that counsel for claim, or any litigation resulting from such claim. Failure by the Indemnifying PartyParty to notify the Indemnified Party of its election to defend a complaint by a third party within 5 days of notice shall be a waiver by the Indemnifying Party of its right to respond to such complaint and, who within 20 days after notice thereof, shall conduct be a waiver by the Indemnifying Party of its right to assume control of the defense of such Claimaction. Notwithstanding the Indemnifying Party's assumption of the defense of such third-party claim or demand, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there the right to participate in the defense of such third-party claim or demand at its own expense. The Indemnified Party shall furnish the Indemnifying Party, in reasonable detail, all information the Indemnified Party may be a conflict of interest between have with respect to any such third-party claim and shall make available to the Indemnifying Party and its representatives all records and other similar materials which are reasonably required in the Indemnified Party in defense of such action, in which case the fees third-party claim and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), otherwise cooperate with and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve assist the Indemnifying Party in the defense of its obligations under this Agreement unless such third-party claim. If the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in does not assume control of the investigation or defense of any such Claim shallthird-party claim or litigation resulting therefrom, except with the Indemnified Party may defend against such claim or litigation in such manner as it may reasonably deem appropriate. Notwithstanding any other provision of this Agreement, ▇▇. ▇▇▇▇▇▇▇ shall not settle, compromise or otherwise dispose of any claim, demand, assessment, action, suit or proceeding relating to any breach of any representation or warranty contained in section 3.14 hereof without the prior written consent of each Indemnified Party UWSI (which consent shall not be unreasonably withheld withheld). Additionally notwithstanding any other provision of this Agreement, UWSI shall not settle, compromise or delayed), consent to entry otherwise dispose of any judgment claim, demand, assessment, action, suit or enter into proceeding relating to any settlement breach of any representation or compromise warranty contained in section 3.14 hereof without the prior written consent of ▇▇. ▇▇▇▇▇▇▇ (which does consent shall not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claimunreasonably withheld).

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 11.02 (each, an the "Indemnified -Indemnified Party") shall agrees to give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim or the commencement of any suit, action or proceeding ("Claim") in respect of which indemnity may be sought, sought under such Section and shall permit will provide the Indemnifying Party to assume the defense of any such Claim; provided information with respect thereto that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of may reasonably request. The failure to so notify the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party ("Third Party Claim") and, subject to the limitations set forth in this Agreement unless Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its expense, provided that prior to assuming control of such defense, the Indemnifying Party is materially prejudiced thereby. No must acknowledge that it will have an indemnity obligation for all Damages resulting from such Third Party Claim as provided under this Article 11 without regard to any limitation, deductible, "basket" or similar provision in Section 11.02 hereof (c) The Indemnifying Party, in Party shall not be entitled to assume or maintain control of the investigation or defense of any such Third Party Claim shallif (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, except action, indictment, allegation or investigation, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the Indemnified Party's reputation or future business prospects, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11. 03, the Indemnifying Party shall obtain the prior written consent of each the Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter before entering into any settlement or compromise which of such Third Party Claim, if the settlement does not include an unconditional expressly unconditionally release of the Indemnified Party from all liability in liabilities and obligations with respect to such Claim. Each Indemnified Third Party shall furnish such information regarding itself Claim or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with settlement imposes injunctive or other equitable relief against or imposes any obligation on the investigation and defense of such ClaimIndemnified Party.

Procedures. Each party Any indemnification of XenoPort, XenoPort Affiliates, Patheon or Patheon Affiliates hereunder will include and extend to the benefit of their respective shareholders, directors, officers and employees. Any person that may be entitled to indemnification under this Agreement (each, an "“Indemnified Party"”) shall will give written notice to the party required Person obligated to provide indemnification indemnify it (the "an “Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge [ * ] upon becoming aware of any Third-Party Claim or other facts upon which a claim for indemnification will be based; the notice will set forth any information with respect thereto as is then [ * ] available to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld)Party, and the Indemnified Party may participate in such will [ * ] mitigate the effects of the claim. The Indemnifying Party will have the right to undertake the defense at such party's expense (unless of the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party Party, and the Indemnified Party will cooperate in such actionthe defense and make available all records, materials and witnesses [ * ] requested by the Indemnifying Party in which case the fees and expenses of one such counsel for all Indemnified Parties shall be connection therewith at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve ’s expense. If the Indemnifying Party will have assumed the defense of its obligations under this Agreement unless the Third-Party Claim with counsel [ * ] satisfactory to the Indemnified Party, the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, will not be liable to the Indemnified Party for any legal or other expenses (other than for [ * ] costs of investigation) subsequently incurred by the Indemnified Party in the investigation or defense of any such Claim shall, except connection with the consent of each Indemnified defense thereof. The Indemnifying Party (will not be liable for any Third-Party Claim settled without its consent, which consent shall will not be unreasonably withheld or delayed), . The Indemnifying Party will obtain the written consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect prior to such Claim. Each ceasing to defend, settling or otherwise disposing of any Third-Party Claim if as a result thereof the Indemnified Party shall furnish such information regarding itself would become subject to injunctive or other equitable relief or if the Claim in question as an Indemnifying Indemnified Party may reasonably request in writing and as shall be reasonably required in connection with [ * ] object to the investigation and defense disposition of such Claimthe Third-Party Claim based on a continuing adverse effect on the Indemnified Party.

Procedures. Each (a) An Indemnified Party (as defined in Section 17.3(b)) shall promptly give the Indemnifying Party (as defined in Section 17.3(b)) notice of any matter (other than any third party claim, suit or action) upon determining that such matter has or may give rise to any right of indemnification pursuant to this Article XVII; provided that the failure by the Indemnified Party to give prompt notice of any such matter shall not limit the liability of the Indemnifying Party hereunder, except that this provision shall not be deemed to limit the Indemnifying Party’s rights to recover from the Indemnified Party to the extent of any loss, cost or expense which it can establish resulted directly from such failure to give prompt notice. (b) In case any third party claim is made, or any third party suit or action is commenced, against a Person entitled to indemnification pursuant to Section 17.1 or 17.2 (the “Indemnified Party”), the Indemnified Party shall promptly give the other Party (the “Indemnifying Party”) notice thereof upon making a determination that such third party claim, suit or action may give rise to a right of indemnification under this Agreement (eachArticle XVII and the Indemnifying Party shall be entitled to participate in the defense thereof and, an "Indemnified Party") shall give with prior written notice to the party required Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice from the Indemnified Party, to provide indemnification (assume, at the "Indemnifying Party") promptly after ’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of any investigation. (c) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such Claim; provided that defense, but the fees and expenses of such counsel for shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, who shall conduct (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such Claimaction, shall be approved by or (iii) the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have has reasonably concluded that there may be a conflict of interest between defenses available to it which are different from or additional to those available to the Indemnifying Party and the Indemnified Party in such action, (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events the attorneys’ fees and expenses of one such counsel for all to the Indemnified Parties Party shall be at the expense of borne by the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Each party (a) Except with respect to Excluded Business Taxes and Indemnified Taxes (the procedures for which are provided in Section 6.3), a Person that may be entitled to indemnification be indemnified under this Agreement (each, an "the “Indemnified Party"”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand (to the extent known) and the amount of Covered Loss (if known); provided, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure (as determined by a court of competent jurisdiction), it being agreed that notices for claims in respect of a breach of a covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 9.1 for such covenant or agreement. (b) Upon receipt of a notice of a Third-Party Claim for indemnity from an Indemnified Party pursuant to Section 9.2 or Section 9.3, the Indemnifying Party will be entitled, by notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge delivered within twenty (20) Business Days of any Claim as to which indemnity may be soughtthe receipt of notice of such Third-Party Claim, and shall permit the Indemnifying Party to assume the defense and control of any such ClaimThird-Party Claim (at the expense of such Indemnifying Party); provided provided, that counsel for the Indemnifying PartyParty first agrees in writing to indemnify the Indemnified Party for any Covered Losses that may arise therefrom, who subject to the limitations set forth herein; provided, further, that the Indemnifying Party shall conduct allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim, and shall be approved pay the reasonable fees and expenses of counsel retained by the Indemnified Party, if (i) the Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (whose approval shall not unreasonably be withheld), and ii) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party may participate in such defense at such party's expense (unless or any of its Affiliates that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages (it being understood that if such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party shall have reasonably concluded that there may be entitled to assume the defense only of the portion relating to money damages), (iii) the Indemnifying Party is also a party to such Third-Party Claim, and in the opinion of the Indemnified Party’s outside counsel, a conflict of interest exists between the Indemnifying Party and the Indemnified Party in such action, in which case (or there are defenses available to the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of Party that are unavailable to the Indemnifying Party), (iv) such Third Party Claim involves a material customer or material supplier of the Indemnified Party (provided, that, in the case of this clause (iv), if such material customer or material supplier is also a material customer or material supplier the Party prohibited from assuming the defense by this clause (iv), then the Indemnified Party shall obtain such other Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed) prior to making major strategic decisions with respect to such defense), or (v) the Indemnifying Party withdraws from the defense of such Third-Party Claim or fails to vigorously defend such Third-Party Claim (in which case, the Indemnified Party shall be entitled to resume control of the defense of such Third-Party Claim). If the Indemnifying Party does not assume the defense and provided further that control of any Third-Party Claim pursuant to this Section 9.4(b), the failure Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third-Party Claim with its own counsel and at its own expense. Purchaser or Seller, as the case may be, shall, and shall cause each of their respective Affiliates and Representatives to, reasonably cooperate with the Indemnifying Party in the defense of any Third-Party Claim, including by furnishing books and records, personnel and witnesses, as appropriate for any defense of such Third-Party Claim. If the Indemnifying Party has assumed the defense and control of a Third-Party Claim, it shall be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third-Party Claim for which it bears all Covered Losses, in its sole discretion and without the consent of any Indemnified Party; provided, that (A) requires only payment of monetary damages (and, for the avoidance of doubt, does not involve the imposition of any consent order, injunction or decree that would restrict the future activity or conduct of any Indemnified Party, other than customary confidentiality obligations), (B) does not include any finding of violation of Law, admission of wrongdoing, liability or fault or similar by any of the Indemnified Parties and (B) provides for a full and unconditional release of the Indemnified Parties in respect of such Third-Party to give notice Claim. Except as expressly provided herein shall not relieve in the foregoing sentence, the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim without the Indemnified Party’s prior written consent. If the Indemnified Party controls the defense of its obligations under this Agreement unless any Third-Party Claim and proposes to settle such Third-Party Claim prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party is materially prejudiced therebyprompt written notice thereof and the Indemnifying Party shall have the right to reasonably participate in the settlement of such Third-Party Claim. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), will consent to the entry of any judgment or enter into any settlement or compromise which does with respect to a Third-Party Claim without the prior written consent of the Indemnifying Party (not include an unconditional release to be unreasonably withheld, conditioned or delayed). (c) With respect to any claim that is not a Third-Party Claim, (i) the Indemnifying Party shall have thirty (30) days after its receipt of notice described in Section 9.4(a) to respond to the Indemnified Party from all liability in writing to any such claim, and (ii) if the Indemnifying Party has disputed its indemnity obligation for any Covered Loss with respect to such Claim. Each Indemnified Party claim, the parties shall furnish such information regarding itself or the Claim proceed in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense good faith to negotiate a resolution of such Claimdispute. (d) Notwithstanding anything in this Section 9.4 to the contrary, the procedures set forth in this Section 9.4 shall not apply with respect to Excluded Business Taxes and Indemnified Taxes, and the procedures set forth in Section 6.3 shall govern with respect thereto.

Procedures. Each (a) An Indemnified Party will give notice, as quickly as practicable, to the Indemnifying Party of the assertion of any claim or commencement of any suit, action or proceeding by a third party entitled respecting which the Indemnified Party may seek indemnity hereunder (a "Third Party Claim"). The failure to indemnification provide such notice will not forfeit the right to indemnity except to the extent that the Indemnifying Party is prejudiced as a result. (b) Upon receipt of notice under this Agreement paragraph (eacha) above, an "Indemnified Party") shall give the Indemnifying Party may, by notice to the party required to provide indemnification (the "Indemnifying Indemnified Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense and control of any such Third Party Claim; provided that counsel for , in which case the Indemnifying Party, who shall conduct Indemnified Party will be allowed a reasonable opportunity to participate in the defense with its own counsel, the expenses of such Claim, shall participation which will be approved borne by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall reasonably will have reasonably concluded that there may be is a conflict of interest between the Indemnifying Party and Indemnified Party. (c) Should there be a conflict of interest as described in paragraph (b) above: (i) such expenses will be borne by the Indemnifying Party, provided that the Indemnifying Party will not be liable for expenses of more than one separate firm in connection with the same matter. (ii) The Indemnifying Party will select counsel and other significant agents of recognized standing and competence after consultation with the Indemnified Party, will at all times diligently pursue a favorable resolution thereof, and comply with any reasonable request from the Indemnified Party in such action, in which case to keep it informed with respect to the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any matter. (iii) The Indemnified Party to give notice as provided herein shall not relieve will cooperate with the Indemnifying Party in the defense of the Third Party Claim and will cause its obligations under this Agreement unless the Affiliates and their respective directors, officers, employees and agents to do so. (iv) The Indemnifying Party is materially prejudiced thereby. No Indemnifying Partywill be authorized to consent to a settlement of, in or the investigation or defense entry of any such Claim shalljudgment arising from the Third Party Claim, except with without the consent of each the Indemnified Party (except in the case of a Third Party Claim relating to Taxes, which shall require the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed), consent provided that the Indemnifying Party will (aa) pay or cause to entry be paid all amounts arising out of any judgment or enter into any such settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection judgment concurrently with the investigation and defense of such Claim.effectiveness thereof,

Procedures. Each party entitled to indemnification under this Agreement Section ---------- 3 (each, an the "Indemnified Party") shall give notice to the party required to provide ----------------- indemnification (the "Indemnifying Party") promptly after such Indemnified Party ------------------ has actual knowledge of any Claim claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claimclaim or litigation, shall be approved by the Indemnified Party (whose which approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party)expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement Section 3 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is materially prejudiced therebya conflict of interest or separate and different defenses. No Indemnifying Party, in the investigation or defense of any such Claim claim or litigation, shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, consent to entry of any judgment or enter into any settlement or compromise which does not include as an unconditional release of term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Claimclaim or litigation. Each Indemnified No Indemnifying Party shall furnish such information regarding itself be liable for indemnification hereunder with respect to any settlement or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required consent to judgment, in connection with any claim or litigation to which these indemnification provisions apply, that has been entered into without the investigation and defense prior consent of such Claimthe Indemnifying Party (which consent will not be unreasonably withheld).

Procedures. Each The party entitled to seeking indemnification under this Agreement Section ---------- 10.02 or Section 10.03 (each, an the "Indemnified Party") shall give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be soughtsought under Section 10.02 or Section 10.03, as the case may be. Such notice shall be accompanied by copies of any claim, process, legal pleading or other document received by the Indemnified Party from any Person (other than the Indemnified Party's legal counsel) relating to any such claim, suit, action or proceeding. The Indemnifying Party may, and shall permit at the Indemnifying request of the Indemnified Party to assume shall, participate in and control the defense of any such Claim; provided that claim, suit, action or proceeding at the Indemnifying Party's own expense: The party controlling the defense of any such claim, suit, action or proceeding shall be entitled to employ counsel in connection with such defense, and any counsel so employed shall be reasonably acceptable to the other party to this Agreement. The Indemnifying Party shall not be liable be under Section 10.02 or Section 10.03 for any Buyer Loss or any Seller Loss, as the case may be, in respect of which indemnity may be sought if any claim, suit, action or proceeding in respect of which indemnity is sought under this Agreement with respect to such Buyer Loss or Seller Loss is Settled or Seller without the prior consent of the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claimwithheld.

Procedures. Each (a) A party seeking indemnification (the “Indemnified Party”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third Party Claim”) shall deliver notice thereof (a “Claim Notice”) to the Sellers (by means of delivery to the Sellers Representative) or the Buyer, as applicable (the Sellers or the Buyer in such case are referred to herein as the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the Third Party Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request; provided, however, that with respect to any claim for which any Seller may be liable as an Indemnifying Party under Section 9.2(b), any such Claim Notice shall be delivered to such Seller (as opposed to the Sellers Representative) and such Seller shall have the rights and obligations of an Indemnifying Party described in this Section 9.4. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If an Indemnified Party delivers a Claim Notice in respect of a Third Party Claim, the Indemnifying Party shall be entitled to indemnification under participate in the defense of such Third Party Claim. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim that is exclusively for civil monetary damages at law pursuant to the terms of this Agreement (eachAgreement, an "Indemnified Party") the Indemnifying Party shall give have the right, upon written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge within 30 days of any receipt of a Claim as Notice from the Indemnified Party in respect of such Third Party Claim, to which indemnity may be soughtassume the defense of such Third Party Claim; provided, and shall permit however, the Indemnifying Party shall not be entitled to assume the defense of any such Claim; provided that counsel for Third Party Claim if the reasonably likely Loss related to such Third Party Claim exceeds the maximum obligations of the Indemnifying Party hereunder with respect to such Third Party Claim unless first consented to in the sole discretion of the Indemnified Party. For the avoidance of doubt, who the Indemnifying Party shall conduct not be entitled to assume the defense of any Third Party Claim to the extent equitable or permanent injunctive relief is sought by such Claim, shall be approved by the Third Party Claim or such Third Party Claim would impose criminal liability on any Indemnified Party (whose approval shall not unreasonably be withheld)Party, and the Indemnified Party may participate in shall have the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. If the Indemnifying Party elects to assume the defense of any Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party with respect thereto, including, upon reasonable request and at such party's the expense of the Indemnifying Party, providing access to information, making documents available for inspection and copying and making employees available for interviews, depositions and trial. (unless c) If the Indemnifying Party elects to assume the defense of a Third Party Claim, then: (i) 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 (A) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (B) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party reasonably concluded determines that there may be a conflict representation by counsel to the Indemnifying Party of interest between both the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one may present such counsel to the Indemnified Party with a conflict of interest; and (ii) the Indemnified Party shall make reasonably available to the Indemnifying Party all pertinent books, records and other documents and materials in the Indemnified Party’s possession or under its or its Affiliates’ control as are reasonably required by the Indemnifying Party for all Indemnified Parties the defense of such Third Party Claim, and shall be at execute such documents and use commercially reasonable efforts to take such other actions as the expense Indemnifying Party may reasonably request for the purpose of facilitating the defense of, or any settlement, compromise or adjustment relating to, such Third Party Claim, and shall otherwise cooperate as reasonably requested by Indemnifying Party in the defense of such Third Party Claim; provided that notwithstanding anything herein to the contrary, 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 criminal wrongdoing, (B) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party and its Affiliates from all liability in respect of such Third Party Claim or (C) imposes equitable remedies or any obligation on the Indemnified Party or any of its Affiliates other than solely the payment of money damages for which the Indemnified Party and its Affiliates will be indemnified hereunder. (d) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party)Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and provided further shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure of any Indemnified Party to give notice as provided herein and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article IX. (e) Notwithstanding the provisions of its obligations Section 11.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself Action or the Claim in question as an matters alleged therein and agrees that process may be served on each Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of respect to such Claimclaim anywhere.

Procedures. Each party entitled to indemnification under this Agreement Section 2.4 (each, an "the “Indemnified Party"”) shall give notice to the party required to provide indemnification (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of any Claim claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claimclaim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party)’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is materially prejudiced therebya conflict of interest or separate and different defenses. No Indemnifying Party, in the investigation or defense of any such Claim claim or litigation, shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, consent to entry of any judgment or enter into any settlement or compromise which does not include as an unconditional release of term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself claim or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claimlitigation.

Procedures. Each (a) A party entitled seeking indemnification pursuant to indemnification under this Agreement Sections 6.2 or 6.3 (each, an "Indemnified Party") shall give prompt notice to the party required to provide from whom such indemnification is sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim or assessment, or the commencement of any action, suit, audit or proceeding, by a third party in respect of which indemnity may be sought, sought hereunder (a "Third Party Claim") and shall permit will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have the right, exercisable by written notice (the "Notice") to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party shall fail to assume the defense of the Third Party Claim within such thirty (30) day period, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. Regardless of whether the Indemnifying Party elects to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Third Party Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim without the Indemnifying Party's prior written consent. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall in any event have reasonably concluded the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. (c) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim in accordance with the terms hereof, shall have the right, upon five (5) days prior written notice to the Indemnified Party, to consent to the entry of judgment with respect to, or otherwise settle such Third Party Claim provided the Indemnifying Party agrees that there may be a conflict of interest as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge such judgment or settlement unless (i) the Third Party Claim involves equitable or other non-monetary damages or (ii) in the reasonable judgment of the Indemnified Party such actionsettlement would have a continuing material adverse effect on the Indemnified Party's business (including any material impairment of its relationships with customers and suppliers), in which case such settlement only may be made with the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense written consent of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld withheld. (d) Whether or delayed)not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, consent all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to entry the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any judgment or enter into any settlement or compromise which does not include an unconditional release of material provided hereunder, and the Indemnifying Party shall reimburse the Indemnified Party from for all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required its reasonable out-of-pocket expenses in connection with the investigation and defense of such Claimtherewith.

Procedures. Each party entitled to indemnification under this Agreement (each, a) If an "Indemnified Party") shall give Party receives written notice to of the party required to provide indemnification (the "Indemnifying Party") promptly after commencement of a Proceeding by a third Person against such Indemnified Party has actual knowledge (a “Third Party Claim”) with respect to which such Indemnified Party intends to make a claim for indemnification against a Party (the “Indemnifying Party”) under this Article VIII, then such Indemnified Party shall promptly notify the Indemnifying Party (or Sellers’ Representative, if the Indemnifying Party is a Seller Party) in writing of such Third Party Claim describing in reasonable detail the Claim, an estimate of the Losses actually incurred to date (if known and quantifiable), the amount of such Claim (if known and quantifiable) and the basis thereof; provided, however, that failure to promptly give such notification shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to an Indemnified Party hereunder except to the extent and only to the extent that the defense of such Third Party Claim was materially prejudiced or forfeited material rights or material defenses as a result of such failure. (b) The Indemnifying Party shall be entitled to which indemnity may be soughtassume the defense of a Third Party Claim (at the Indemnifying Party’s own expense and with counsel of its choice that is reasonably satisfactory to the Indemnified Party) so long as the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party delivered notice of such Third Party Claim that the Indemnifying Party elects to assume the defense of such Third Party Claim; provided, and shall permit that in order for the Indemnifying Party to assume the defense of such Third Party Claim, the Indemnifying Party shall first verify to the Indemnified Party in writing (within fifteen (15) days after the Indemnified Party delivered notice of such Third Party Claim) that the Indemnifying Party shall (i) be fully responsible (with no reservation of any rights and without regard to any limitation set forth in this Agreement) for all liabilities and obligations relating to such Third Party Claim and (ii) provide full indemnification to the Indemnified Party with respect to such Third Party Claim (the “Control of Defense Conditions”); provided, further, that the Indemnifying Party shall not be permitted to assume (or continue to assume, as applicable) the defense of a Third Party Claim if: (A) such Third Party Claim relates to, or arises in connection with, any criminal Proceeding, action, indictment, criminal allegation or criminal investigation; (B) the Third Party Claim seeks any form of remedy other than monetary damages; (C) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim; (D) the Indemnified Party is advised in writing by legal counsel chosen by it that (x) the Indemnified Party and the Indemnifying Party have conflicting interests with respect to such Third Party Claim, or (y) there are one or more legal or equitable defenses available to the Indemnified Party that the Indemnifying Party cannot assert on behalf of the Indemnified Party (assuming the full cooperation of the Indemnified Party in asserting such defenses); (E) the Indemnified Party reasonably believes that the Third Party Claim could have a material and adverse impact on the business operations of the Indemnified Party or any of its Affiliates; or (F) the Indemnified Party is seeking recovery with respect to such Third Party Claim under the R&W Policy. During the pendency of a Third Party Claim of which the Indemnifying Party has duly assumed the defense, the Indemnified Party shall provide the Indemnifying Party with reasonable access to all books, records, and other documents and materials that are under the control of the Indemnified Party and are reasonably necessary to evaluate the merits of such Third Party Claim; provided that counsel for no such access shall be permitted to the extent that it would require the Indemnified Party to disclose information subject to attorney client privilege or attorney work product privilege, conflict with any third-party confidentiality obligations to which the Indemnified Party is bound, or violate any applicable Law. (c) If the Indemnifying Party, who shall conduct Party assumes the defense of such a Third Party Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless then the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that, if the Indemnified Party exercises such right, then (i) the Indemnifying Party shall control such defense and (ii) the Indemnified Party and the Indemnifying Party shall, and shall cause their respective Representatives to, reasonably cooperate in the defense and settlement of such Third Party Claim. The Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third Party Claim if it shall fail to diligently contest the Third Party Claim or shall otherwise fail to satisfy the Control of Defense Conditions. If the Indemnifying Party assumes the defense of a Third Party Claim and is in good faith contesting such Third Party Claim and has satisfied and continues to satisfy the Control of Defense Conditions, then the Indemnifying Party shall not agree to, or otherwise effect, any settlement, compromise or discharge of such Third Party Claim without the Indemnified Party’s consent (which will not be unreasonably withheld, delayed or conditioned); provided, that in no event will the consent of the Indemnified Party be deemed to be unreasonably withheld, conditioned or delayed unless: (A) the sole relief provided by such settlement, compromise or discharge is monetary damages that are paid in full by the Indemnifying Party or otherwise provided for by the Indemnifying Party concurrently with the settlement, compromise or discharge; (B) such settlement, compromise or discharge releases the Indemnified Parties completely with respect to the claim(s) asserted against the Indemnified Parties in such actionThird Party Claim; and (C) such settlement, in which case compromise or discharge does not impose any restriction on the fees future activity or conduct of any Indemnified Party. If an Indemnified Party assumes the defense of a Third Party Claim or if the Indemnifying Party loses the right to control the defense of a Third Party Claim, the Indemnified Party may settle, compromise or discharge such Third Party Claim at such time and expenses of one upon such counsel for all terms as the Indemnified Parties shall be at Party deems fair and reasonable without the expense consent of the Indemnifying Party; provided, however, that, unless the Indemnifying Party consents to such settlement, compromise or discharge in writing, the terms of such settlement, compromise or discharge (including with respect to the amount of any Losses) shall not be binding on an Indemnifying Party for purposes of determining such Indemnifying Party’s indemnification obligations hereunder (including the amount of any Losses), and provided further that . (d) In the failure of event any Indemnified Party desires to assert a claim for indemnification against any Indemnifying Party under Section 8.1 or 8.2 and such claim does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, then the Indemnified Party shall promptly notify the Indemnifying Party (or Sellers’ Representative, if the Indemnifying Party is a Seller Party) in writing of such claim; provided, however, that failure to promptly give notice as provided herein such notification shall not relieve the Indemnifying Party of its obligations under this Agreement unless any liability that the Indemnifying Party is may have to an Indemnified Party hereunder except and only to the extent that the defense of such claim was materially prejudiced as a result of such failure or forfeited material rights or material defenses as a result of such failure; provided, further, that failure to promptly give such notification shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to an Indemnified Party hereunder, except and only to the extent that the Indemnifying Party demonstrates it was materially prejudiced by such failure or forfeited material rights or material defenses as a result of such failure. (e) If a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment to any Buyer Indemnitee pursuant to Section 8.1, Buyer shall promptly notify Sellers’ Representative in writing of such claim (a “Tax Claim”); provided, that the delay to notify Sellers’ Representative shall not relieve the Sellers of their obligations hereunder except to the extent that (and only to the extent that) the Seller Parties have been materially prejudiced thereby. No Indemnifying PartySellers’ Representative may, in at Seller Parties’ expense, and, upon notice to Buyer within fifteen (15) days of receiving Buyer’s notice of such Tax Claim, assume the investigation or defense of any such Tax Claim shallwith respect to a Seller Return (a “Seller Tax Claim”). If Sellers’ Representative assumes such defense, except Sellers’ Representative will have the authority, with respect to any Seller Tax Claim, to represent the interests of the Companies before the relevant Taxing Authority, including responding to inquiries, and contesting, defending against any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Seller Tax Claim; provided, that (i) Buyer shall be entitled to participate, at its own expense, in any Seller Tax Claim and to employ counsel, at its own expense, separate from the counsel employed by Seller Parties, (ii) Sellers, the Companies and Buyer shall cause the Companies to make the alternative election pursuant to Section 6226(a) of the Code with respect to all Seller Tax Claims after receipt of a notice of final partnership adjustment from the Internal Revenue Service, and (iii) Sellers’ Representative shall not settle any Seller Tax Claim without the prior written consent of each Indemnified Party Buyer (which consent shall not be unreasonably withheld withheld, conditioned, or delayed). If Sellers’ Representative assumes the defense of a Tax Claim, consent Buyer shall deliver all appropriate and necessary powers of attorney to entry Sellers’ Representative. Sellers’ Representative will, in good faith, allow Buyer to consult with it regarding the conduct of or positions taken in any such Proceeding. Buyer and its Subsidiaries and their respective Affiliates (including the Companies), shall reasonably cooperate with Sellers’ Representative in contesting any Seller Tax Claim, which cooperation shall include the retention and (upon Sellers’ written request) the provision to Sellers of records and information which are reasonably relevant to such Seller Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any judgment material provided hereunder. In no case shall Seller Parties, Sellers’ Representative or enter into any settlement Buyer Indemnitee settle or otherwise compromise which does any Tax Claim without the prior written consent of Buyer and Sellers’ Representative, such consent not include an unconditional release to be unreasonably withheld, conditioned, or delayed. (f) Buyer and Seller Parties shall, to the extent required by applicable Law, use commercially reasonable efforts to mitigate their Losses upon and after becoming aware of the Indemnified any event or condition that would reasonably be expected to give rise to any Losses that may be indemnifiable hereunder; provided, however, that such Party from all liability shall not be required to make such efforts if they would be detrimental in any material respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as Party. (g) The recovery by a Buyer Indemnitee pursuant to this Article VIII shall be reasonably required net of any reimbursement actually received by such Buyer Indemnitee from any carrier under any of the Companies’ insurance policies in connection with the investigation and defense Losses that form the basis of such ClaimBuyer Indemnified Party’s claim for indemnification hereunder during the twelve (12)-month period following the incurrence of the applicable Loss by such Buyer Indemnitee; provided that the amount deemed to be actually received shall be net of the deductibles for such insurance policies and the costs and expenses and other amounts incurred in connection with the receipt or recovery thereof. (h) Seller Parties shall not be liable under this Article VIII for any Losses to the extent included in the Closing Net Working Capital, Transaction Expenses or Closing Indebtedness and deducted from the Purchase Price, in each case, as finally determined pursuant to Section 2.4. (i) In no event shall any Indemnified Party be entitled to obtain reimbursement or recovery from the Seller Parties with respect to any Loss for an amount that is more than the amount of such Loss. (j) For purposes of determining whether there has been a breach of, or inaccuracy in, any representation or warranty in this Agreement and determining the amount of any Losses that are the subject matter of a claim for indemnification hereunder, each representation and warranty contained in this Agreement (other than Section 5.15(b)) shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar standard or qualification contained in or applicable to such representation or warranty (as if such standard or qualification were deleted from such representation and warranty). (k) In the event any Indemnified Party suffers any Losses by reason of Fraud, such Indemnified Party shall be entitled to seek recovery therefor without regard to any limitation set forth in this Agreement (whether a temporal limitation, dollar limitation or otherwise). (l) Notwithstanding anything to the contrary in this Agreement or in the Organizational Documents of any Company: (i) no Seller Party shall make or initiate any claim for indemnification or advancement of expenses hereunder or under the Organizational Documents of any Company against any Buyer Indemnitee by reason of the fact that such Seller Party was a director, manager, partner, member, trustee, officer, employee, equity holder or agent (each, an “Entity Representative”) of any Company or was serving at the request of any Company as an Entity Representative of another Person (whether such claim is for judgments, Losses, penalties, fines, costs, amounts paid in settlement, expenses or otherwise) to the extent the claim for indemnification or advancement of expenses arises from a claim pursuant to which any Buyer Indemnitee is entitled to indemnification from such Seller Party; provided, that the foregoing shall not apply to remedies such Seller Party may have pursuant to Section 7.6; and (ii) each Seller Party hereby acknowledges and agrees that such Seller Party shall have no claim or right to contribution or indemnity from any Buyer Indemnitee with respect to any amounts paid pursuant to this Article VIII.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 11.02 (each, an the "Indemnified PartyINDEMNIFIED PARTY") shall agrees to give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "Indemnifying PartyINDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding ("CLAIM") in respect of which indemnity may be sought, sought under such Section and shall permit will provide the Indemnifying Party to assume the defense of any such Claim; provided information with respect thereto that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of may reasonably request. The failure to so notify the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. 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 a Third Party Claim other than those notices and documents separately addressed to the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party ("THIRD PARTY CLAIM") and, subject to the limitations set forth in this Agreement unless Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its expense. (c) If the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in shall assume the investigation or control of the defense of any such Third Party Claim shall, except in accordance with the provisions of this Section 11.03, (i) the Indemnifying Party shall obtain the prior written consent of each the Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter withheld) before entering into any settlement or compromise which of such Third Party Claim, if the settlement does not include an unconditional release of the Indemnified Party from all liability in liabilities and obligations with respect to such Claim. Each Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall furnish such information regarding itself or be entitled to participate in the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such ClaimThird Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. 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. Each party entitled to indemnification under this Agreement Section 4.7 (each, an "the “Indemnified Party"”) shall give written notice to the party required to provide indemnification (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of any Claim claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claimclaim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party)’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is materially prejudiced therebya conflict of interest or separate and different defenses. No Indemnifying Party, in the investigation or defense of any such Claim claim or litigation, shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, consent to entry of any judgment or enter into any settlement or compromise which does not include as an unconditional release of term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself claim or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claimlitigation.

Procedures. Each The indemnified party shall promptly notify the indemnifying party in writing of all matters which may give rise to the right to indemnification hereunder. If the indemnifying party does not receive notice of any matter known to the indemnified party and as to which the indemnified party is entitled to indemnification under this Agreement (each, an "Indemnified Party") shall give notice hereunder in time to contest the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense determination of any such Claim; provided that counsel for liability, the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval indemnifying party shall not unreasonably be withheld)obligated to indemnify the indemnified party with respect thereto, and to the Indemnified Party may participate in extent that such defense at such delay is actually prejudicial to the rights or obligations of the indemnifying party's expense (unless the Indemnified Party . The indemnifying party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except right: (a) with the consent of each Indemnified Party (the indemnified party, which consent shall not be unreasonably withheld or delayed), to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled and (b) 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. The indemnified party shall have the right to have its counsel participate fully in such defense at its own expense but shall have no right to settle any indemnifiable matter without the written consent to entry of the indemnifying party. The indemnified party and the indemnifying party shall keep each other reasonably informed of the progress of any judgment litigation or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required negotiations with third parties in connection with a matter indemnified against hereunder. The indemnifying party and the investigation indemnified party shall permit each other reasonable access to books and defense records and otherwise cooperate with all reasonable requests of such Claimeach other in connection with any indemnifiable matter resulting from a claim by any third party.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 9.2 (each, an "the “Indemnified Party"”) shall agrees to give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any Litigation in respect of which indemnity may be soughtsought under such Section 9.2 stating the amount of the Damages, if known, and the method of computation thereof and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall permit not release the Indemnifying Party from any of its obligations under Section 9.2, except to assume the extent that such failure materially and adversely prejudices the Indemnifying Party. (b) Except as otherwise set forth in this Agreement, the Indemnifying Party shall be entitled to participate in the defense of any claim asserted by any third Person (the “Third-Party Claim”) and, subject to the limitations set forth in this Section 9.3, shall be entitled to control and appoint lead counsel for such Claim; defense, in each case at its expense, provided that counsel (i) prior to assuming control of such defense, the Indemnifying Party must give written notice of its intention to do so to the Indemnified Party within 20 days after receipt of notice of such Third-Party Claim from the Indemnified Party; (ii) the Indemnifying Party acknowledges in writing that it has an indemnity obligation for any Damages resulting from such Third-Party Claim as provided under Section 9.2; (iii) the Third-Party Claim does not seek to impose any Liability on the Indemnified Party other than money damages; and (iv) the Third-Party Claim does not relate to the Indemnified Party’s relationship with any customer, supplier, manufacturing licensee or representative or employee. (c) If the Indemnifying Party shall assume the control of the defense of any Third-Party Claim in accordance with the provisions of Section 9.3(b), the Indemnifying Party shall be entitled without obtaining the prior written consent of the Indemnified Party to enter into any settlement of such Third-Party Claim, provided that (i) all monetary damages payable in respect of the Third-Party Claim are paid by the Indemnifying Party, who (ii) the Indemnified Party receives a full, complete and unconditional release in respect of the Third-Party Claim without any admission or finding of obligation, liability, fault or guilt (criminal or otherwise) with respect to the Third-Party Claim, and (iii) no injunctive, extraordinary, equitable or other relief of any kind is imposed on the Indemnified Party or any of its Affiliates. The Indemnifying Party may otherwise settle such Third-Party Claim only with the consent of the Indemnified Party, which consent will not unreasonably be withheld or delayed. (d) The Indemnified Party shall be entitled to participate in the defense of any Third- Party Claim and to employ counsel of its choice for such purpose. The fees and expenses of such separate counsel with respect to the Third-Party Claim shall be paid by the Indemnified Party; provided that the Indemnifying Party shall pay the fees and expenses of such separate counsel if (i) the Indemnifying Party has failed to adequately assume and actively conduct the defense of such Claim, shall be approved by Third-Party Claim or to employ counsel with respect thereto; or (ii) in the reasonable opinion of the Indemnified Party (whose approval shall not unreasonably be withheld)Party, and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party and the Indemnified Party in such actionthat requires representation by separate counsel, in which case the fees and expenses of one such separate counsel for all Indemnified Parties shall will be at the expense of paid by the Indemnifying Party). If the conditions of Section 9.3(b) are not satisfied, and provided further that the failure of any Indemnified Party may assume the exclusive right to give notice as provided herein shall not relieve defend, compromise or settle such Third-Party Claim, but the Indemnifying Party will not be bound by any determination of a Third-Party Claim so defended or any compromise or settlement effected without its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall may not be unreasonably withheld or delayed); provided, consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of that the Indemnified Party from all liability in will not be required to obtain any consent of the Indemnifying Party to the determination of such Third-Party Claim (and will not prejudice its right to be indemnified with respect to such Third-Party Claim by settling such Third-Party Claim. Each ) if the Indemnifying Party is asserting that it has no obligation to indemnify the Indemnified Party in respect of such claim. (e) Each party agrees to reasonably cooperate, and to cause its Affiliates to reasonably cooperate, in the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such records, information regarding itself and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith, in each case at the Claim in question cost and expense of the party who has the obligation to indemnify such Third-Party Claim, and such cooperation only to the extent so as an to not waive any attorney-client privilege or otherwise breach any confidentiality agreements. (f) If the Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with controls the investigation and defense of such Claimany Third-Party Claim pursuant to Section 9.3(b), the Indemnifying Party shall not be liable under Section 9.2 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder, which consent will not be unreasonably withheld or delayed.

Procedures. Each party entitled (a) If any Party (in such capacity, the "Indemnitee") becomes aware of any facts or circumstances which may reasonably be expected to give rise to a Loss associated with a claim for Breach under ARTICLE VII or for which it may seek indemnification under this Agreement ARTICLE VIII (other than Environmental Losses, which have separate procedures under Section 8.2(b)), said Indemnitee, in its own name (or, in the case of ASK, on behalf of the relevant Group Company) shall without undue delay, but in any event within ten (10) Business Days, give the Party against whom it is anticipated that such claim will be asserted (in such capacity, the "Indemnitor") written notice of such claim and shall provide the Indemnitor with all documents, other materials, information and assistance reasonably required by the Indemnitor to evaluate such claim. (b) In the event the Indemnitee becomes aware of a claim by a third party or a Governmental Entity (each, an a "Indemnified PartyThird-Party Claim"), which may reasonably be expected to give rise to a claim for Breach under ARTICLE VII or for which it may seek indemnification under ARTICLE VIII, it shall refrain from making any admission of liability and said Third-Party Claim shall not be compromised, disposed of or settled, without the prior written consent of the Indemnitor. The Indemnitor shall be entitled at its own discretion to take such action to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest such Third-Party Claim (including making counter-claims or other claims against third parties) in the name of and on behalf of the Indemnitee (and in the case that ASK is the Indemnitee, the affected Group Companies concerned) and Indemnitee shall give notice give, and cause its Affiliates to give, all such documents, other materials, information and assistance, as described above, including access to premises and personnel and including the party required right to provide indemnification examine and copy or photograph any assets, accounts, documents and records for the purpose of avoiding, disputing, denying, defending, resisting, appealing, compromising or contesting any Third-Party Claim as the Indemnitor may request. (c) Payments under ARTICLE VIII shall become due and payable at the same time the respective payment that constitute the relevant Loss becomes due and payable for the relevant Group Company. For the avoidance of doubt, if a Group Company incurs Losses in connection with defense measures (the "Indemnifying PartyDefense Measure Losses") promptly after against a potential Excluded Liability, such Indemnified Party has actual knowledge Losses also constitute an Excluded Liability. In case the Parties are in disagreement whether or not the Liability triggering Defense Measure Losses constitutes an Excluded Liability or not, Ashland or SC, as the case may be, shall nonetheless indemnify and hold harmless ASK or, at the election of any Claim ASK, the relevant Group Company as third party beneficiary without an own right to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel claim for the Indemnifying PartyDefense Measure Losses, who shall conduct unless it is held by a final and binding arbitral award that the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall relevant Liability is not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, an Excluded Liability in which case the fees and expenses of one such counsel for all Indemnified Parties Party who made respective indemnification payments shall have the right to request repayment. Defense Measure Losses shall be at paid to the expense of relevant Group Company within one month after they have been incurred by the Indemnifying Party), and provided further Group Company. (d) To the extent that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation Third-Party Claim the Indemnitor is in Breach, all costs and defense expenses reasonably incurred by Ashland or SC in defending such Third-Party Claim shall be borne by Ashland in case of an Ashland Breach or by SC in case of an SC Breach; if it turns out that Ashland or SC are not in Breach, such Claimcosts and expenses shall be borne and reimbursed by the relevant Group Company.

Procedures. Each (a) The Parent Indemnitee seeking indemnification (the “Indemnified Party”) shall give prompt notice to Adenyo (the “Indemnifying Party”) of the assertion or commencement of any Claim in respect of which indemnity may be sought and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not diminish the right to set-off against the Earn-out Amount hereunder, except to the extent the Indemnifying Party demonstrates that the defense of the Claim is adversely prejudiced by the Indemnifying Party’s failure to give that notice. (b) If an Indemnified Party gives notice to the Indemnifying Party of any Claim asserted by any third party (“Third-Party Claim”), then the Indemnifying Party shall be entitled to participate in the defense of the Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Party is also a Person against whom the Third-Party Claim is made and the Indemnified Party determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend the Third-Party Claim and provide indemnification with respect to the Third-Party Claim), to assume the defense of the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of the Third-Party Claim (and subject to the conditions set forth in the preceding sentence), the Indemnifying Party shall not, so long as it diligently conducts the defense, be liable to the Indemnified Party under this Article 10 for any fees of other counsel or any other expenses with respect to the defense of the Third-Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of the Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Third-Party Claim, then (A) such assumption will conclusively establish for purposes of this Article 10 that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (B) no compromise or settlement of the Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s written consent unless (1) there is no finding or admission of any violation of Applicable Law or any violation of the rights of any Person; (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (or, in connection with such settlement, the Indemnified Party will be entitled to set off the full amount of the Damages against the Earn-out Amount, in which case such consent shall not be unreasonably withheld, conditioned or delayed), and (3) the Indemnified Party shall have no liability with respect to any compromise or settlement of the Third-Party Claims effected without its written consent. (c) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Third-Party 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 (eachArticle 10, an "then the Indemnified Party") shall give Party may, by notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified , assume the exclusive right to defend, compromise or settle the Third-Party has actual knowledge of any Claim as to which indemnity may be soughtClaim, and shall permit but the Indemnifying Party will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Article 10 or any compromise or settlement effected without its prior written consent (which may not be unreasonably withheld, delayed or conditioned). (d) With respect to assume any Third-Party Claim subject to indemnification under this Article 10: (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other Person reasonably informed of the status of the Third-Party Claim and any related proceedings at all stages thereof where the Person is not represented by its own counsel, and (ii) the Parties agree to render to each other assistance as they may reasonably require of each other and to cooperate in good faith with each other to ensure the proper and adequate defense of any Third-Party Claim. (e) With respect to any Third-Party Claim subject to indemnification under this Article 10, the parties agree to cooperate in a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Third-Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with to the consent of each Indemnified Party (which consent shall not extent possible, be unreasonably withheld made so as to preserve any applicable attorney-client or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claimwork-product privilege.

Procedures. Each party entitled to (a) Any Person seeking indemnification under this Agreement Article 11 (each, an "the “Indemnified Party"”) shall give prompt written notice to the Person from whom indemnification is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action by any third party required (“Third-Party Claim”); provided, that the failure of the Indemnified Party to provide give notice as provided in this Section 11.03(a) shall not relieve any Indemnifying Party of its obligations under Section 11.02, except to the extent that such failure actually prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail the Third-Party Claim and the basis for indemnification (taking into account the "information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party", as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) promptly after such received by the Indemnified Party has actual knowledge of any relating to the Third-Party Claim as to which indemnity may be sought, and the Indemnified Party shall permit provide the Indemnifying Party with such other information with respect to any such Third-Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in this Section 11.03, to assume control of, and defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third-Party Claim. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third-Party Claim, then the Indemnified Party may defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third-Party Claim. If the Indemnifying Party shall assume the defense of any Third-Party Claim, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third-Party Claim; provided provided, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel for at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by a material conflict exists between the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and that would make such separate representation advisable; provided, further, that the Indemnified Indemnifying Party in such action, in which case the fees and expenses of shall not be required to pay for more than one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such any Third-Party Claim.

Procedures. Each party (a) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving any claim (a “Claim”) by an Indemnified Party such Indemnified Party must notify the Indemnifying Party in writing (and in reasonable detail) of such Claim within (i) in the case of a Third Party Claim, five (5) Business Days or (ii) in the case of a claim (other than a Third Party Claim), promptly, after knowledge by such Indemnified Party of such Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any additional Losses resulting from the Indemnified Party’s failure to give such notice). Thereafter, the Indemnified Party shall give the Indemnifying Party reasonable access to the books, records and assets of the Indemnified Party which evidence or support such Claim or the act, omission or occurrence giving rise to such Claim and the right, upon prior notice, to interview any employee, agent or other representative of the Indemnified Party related thereto. (b) If an Indemnified Party is entitled to indemnification under this Agreement hereunder because of a Claim asserted by a claimant other than an Indemnified Party (eacha “Third Party Claim”), an "the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses in its sole discretion, to assume the defense thereof with counsel selected by the Indemnifying Party; provided; however that if the defendants in any such Third Party Claim include the Indemnified Party and there exists any actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnified Party shall have the right to obtain, at the Indemnifying Party’s expense, one separate counsel to defend such actions on behalf of such Indemnified Party", in which case the Indemnified Party shall have the right to participate in the defense of such Third Party Claim (it being understood that the Indemnifying Party shall not have the right to control (but shall have the right to participate in) such defense if (i) such Third Party Claim is seeking as a significant component of their remedy an injunction, restraining order, declaratory relief or other non-monetary relief or (ii) the named parties to any such Proceeding (including any impleaded parties) include both an Indemnified Party and an Indemnifying Party and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Party) that there are one or more legal or equitable defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party). Subject to the foregoing sentence, should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses (payable out of the Indemnity Escrow Funds) of one counsel employed by the Indemnified Party (which counsel shall be reasonably acceptable to the Indemnifying 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 applicable Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the party required Indemnifying Party of reasonable access to provide indemnification (the "books, records and assets of the Indemnified Party which evidence or support such Claim or the act, omission or occurrence giving rise to such Claim and the right, upon prior notice, to interview any employee, agent or other representative of the Indemnified Party related thereto. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party") promptly after such ’s prior written consent. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party has actual knowledge shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms (i) obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and does not result in any financial or other obligation of the Indemnified Party and (ii) fully and unconditionally releases the Indemnified Party in connection with such Third Party Claim. Subject to the immediately preceding sentence (which claims satisfying clause (i) and (ii) thereof shall not require the Indemnified Party’s consent), the Indemnifying Party shall not agree to any settlement, compromise or discharge of a Third Party Claim as without the prior written consent of the Indemnified Party and provides for a full release of the Indemnified Party. (c) Subject to which indemnity may be soughtthe Indemnified Party’s right to assume the defense under Section 11.5(b), and shall permit if any Indemnified Party intentionally prohibits, restricts or limits in any material manner or attempts to prohibit, restrict or limit in any material manner the ability of the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such a Third Party Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified then no Indemnifying Party shall have reasonably concluded that there may be a conflict of interest between any obligation to any Indemnified Party with respect to such Third Party Claim pursuant to this Article XI or otherwise. (d) If the Indemnifying Party disputes its liability with respect to any Claim (including and Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such actiondispute and, if not resolved through negotiations, such dispute shall, subject to Sections 12.9 and 12.10, be resolved by litigation in which case an appropriate court of competent jurisdiction. (e) The Sellers’ Representative shall act on behalf of the fees and expenses Sellers for the purposes of one such counsel this Section 11.5 for all Indemnified Parties Claims (including all Third Party Claims) which are the subject of indemnification hereunder pursuant to Section 11.1(a). (f) Subject to Section 11.1(d), any indemnity payments owed by any individual Seller under this Article XI that are not satisfied from the Indemnity Escrow Funds shall be at paid by the expense applicable Seller in immediately available funds within 10 Business Days after final determination and written request thereof by the Indemnified Party. All such indemnity payments shall be made to the accounts and in the manner specified in writing by the party entitled to such indemnity payments. (g) In connection with this Article XI, each Seller hereby (i) waives any right of contribution or indemnification or similar right each may have against the Company Group (or its members) for any amounts paid by the Seller hereunder, and (ii) waives any defense based on conduct of the Indemnifying Party), and provided further that Company Group (or its members) prior to the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such ClaimClosing.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 11.02 (each, an the "Indemnified PartyINDEMNIFIED PARTY") shall agrees to give prompt notice ----- to the party required to provide indemnification against whom indemnity is sought (the "Indemnifying PartyINDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding ("CLAIM") in respect of which indemnity may be sought, sought under such Section and shall permit will provide the Indemnifying Party to assume the defense of any such Claim; provided information with respect thereto that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of may reasonably request. The failure to so notify the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party ("THIRD PARTY CLAIM") and, subject to the limitations set forth in this Agreement unless Section, shall be entitled to control and appoint lead counsel (who shall be reasonably acceptable to the Indemnified Party) for such defense, in each case at its expense. (c) If the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in shall assume the investigation or control of the defense of any such Third Party Claim shall, except in accordance with the provisions of this Section, (i) the Indemnifying Party shall obtain the prior written consent of each the Indemnified Party (which consent shall not be unreasonably withheld withheld) before entering into any settlement of such Third Party Claim or delayed), consent consenting to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of and (ii) the Indemnified Party from all liability shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party, except that if the Indemnifying Party has a conflict of interest with respect to any Third Party Claim, the Indemnifying Party shall pay the fees and expenses of such Claim. Each separate counsel for the Indemnified Party. (d) If the Indemnifying Party shall fail to timely undertake the defense of any Third Party Claim in accordance with the provisions of this Section and notify the Indemnified Party thereof, the Indemnified Party may, but shall not be obligated to, undertake the defense of the same and make any compromise or settlement thereof and recover the entire cost thereof from the Indemnifying Party, including without limitation reasonable attorneys' and expert's fees (but the Indemnified Party shall not have the right to make any compromise or settlement of, or consent to the entry of judgment in, any such Third Party Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld). (e) 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 regarding itself and testimony, and attend such conferences, discovery proceedings, hearings, trials or the Claim in question appeals, as an Indemnifying Party may reasonably request in writing and as shall be reasonably required requested in connection with the investigation and defense of such Claimtherewith.

Procedures. Each (a) A party entitled seeking indemnification pursuant to indemnification under this Agreement Sections 7.2 or 7.3 (each, an "Indemnified Party") shall give prompt notice to the party required to provide from whom such indemnification is sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim or assessment, or the commencement of any action, suit, audit or proceeding, by a third 29 35 party in respect of which indemnity may be sought, sought hereunder (a "Third Party Claim") and shall permit will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party shall have the right, exercisable by written notice (the "Notice") to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement or assertion of any Third Party Claim, to assume the defense of such Third Party Claim, using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall be deemed to have irrevocably accepted the matter as a claim subject to indemnification pursuant to this Article 7, and provided that the Indemnifying Party thereafter diligently and continuously pursues the defense of the Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party shall fail to assume the defense of the Third Party Claim within such thirty (30) day period, or subsequently fails to diligently and continuously pursue the defense of the Third Party Claim, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim on behalf of the Indemnifying Party. In the event the Indemnifying Party elects to assume the defense of any such Third Party Claim; provided that counsel for , the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such Third Party Claim without the Indemnifying Party's prior written consent. (b) The Indemnifying Party or the Indemnified Party, who as the case may be, shall conduct in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. (c) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim in accordance with the terms hereof, shall have the right, upon five (5) days' prior written notice to the Indemnified Party, to consent to the entry of judgment with respect to, or otherwise settle such Third Party Claim, shall provided that such consent, judgment or settlement includes a release of the Indemnified Party and the settlement or judgment involves an amount to be approved paid on behalf of or by the Indemnified Party (whose approval that is less than the Cap Amount. Notwithstanding the foregoing, in no event shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and have the right to consent to the entry of judgment or otherwise settle such Third Party Claim if: (i) the Third Party Claim involves equitable or other non-monetary damages, or (ii) in the reasonable judgment of the Indemnified Party in Party, such actionsettlement would have a continuing material adverse effect on the Indemnified Party's business (including any material impairment of its relationships with customers and suppliers), in which case such settlement only may be made with the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense written consent of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld withheld. (d) Whether or delayed)not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, consent all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to entry the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any judgment or enter into any settlement or compromise which does not include an unconditional release of material provided hereunder, and the Indemnifying Party shall reimburse the Indemnified Party from for all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required its reasonable out-of-pocket expenses in connection with the investigation and defense of such Claimtherewith.

Procedures. Each (a) A party entitled 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 indemnification the Stockholder Representative, on behalf of the Stockholders, or to the Acquiror, as applicable (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the Third Party Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Agreement Article V except to the extent that the Indemnifying Party is materially prejudiced by such failure. (eachb) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim that is exclusively for civil monetary damages at law pursuant to the terms of this Agreement, an "Indemnified Party") the Indemnifying Party shall give have the right, upon written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge within 30 days of any receipt of a Claim as Notice from the Indemnified Party in respect of such Third Party Claim, to which indemnity may be sought, and shall permit assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of (i) any such Claim; provided Third Party Claim for equitable or injunctive relief or any claim that counsel for would impose criminal liability or damages or (ii) any Third Party Claim that relates to Taxes (if the Indemnifying Party, who shall conduct Party is not the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheldAcquiror), and the Indemnified Party may participate and, in such defense at such party's expense (unless each case, the Indemnified Party shall have reasonably concluded that there may the right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. The Indemnifying Party shall be a conflict liable for the reasonable out-of-pocket fees and expenses of interest between counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 5.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in such actionthe defense thereof, in which case but the fees and expenses of one such counsel for all Indemnified Parties 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 provided further that the failure of any Indemnified Party reasonably determines that representation by counsel to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless both the Indemnifying Party is materially prejudiced therebyand such Indemnified Party may present such counsel with a conflict of interest. No If the Indemnifying Party, in Party assumes the investigation or defense of any such Claim Third Party Claim, the Indemnified Party shall, except 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 each the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, consent to entry of any judgment or enter into any settlement or compromise which 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 to of such Claim. Each Third Party Claim or (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. Notwithstanding anything to the contrary, the Acquiror shall furnish not, without the prior written consent of the Stockholder Representative (not to be unreasonably withheld, conditioned, or delayed) enter into any settlement or compromise or consent to the entry of any judgment with respect to a Third Party Claim relating to Taxes to the extent such settlement, compromise or judgment would increase any Pre-Closing Taxes for which the Company Stockholders and Company Optionholders are liable under this Agreement. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information regarding itself or with respect thereto as the Claim in question as an Indemnifying Party may reasonably request request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article V except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article V. If the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of a Claim Notice in writing and as respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be reasonably conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) The indemnification required by the Company Stockholders hereunder shall be made, at the option of each Company Stockholder, either in connection cash or by cancellation by the Acquiror of a number of Merger Consideration Units that is equal to (i) the amount of the indemnifiable Losses payable by such Company Stockholder, divided by (ii) the Merger Consideration Unit Issue Value (or the number of shares of Acquiror Common Stock issued to such Company Stockholder into which such number of Merger Consideration Units has been converted); provided that, if such Company Stockholder fails to make payment in cash within five (5) Business Days of demand for payment, the Acquiror may require that such indemnification be made by cancellation of shares. To the extent such cancellation results in any Company Stockholder holding a fractional share of Acquiror Series B Preferred Stock, the number of shares of Acquiror Series B Preferred Stock such Company Stockholder holds shall be rounded to the nearest whole share. To the extent such cancellation results in any Company Stockholder holding Acquiror Warrants to acquire a fractional share of Acquiror Series B Preferred Stock, the number of shares of Acquiror Series B Preferred Stock that may be acquired pursuant to such Acquiror Warrants shall be rounded to the nearest whole share. To the extent such cancellation results in any Company Stockholder holding a fractional share of Acquiror Common Stock, the number of shares of Acquiror Common Stock such Company Stockholder holds shall be rounded to the nearest whole share. Notwithstanding the foregoing, from and after the close of business on the 120th day following the third anniversary of the Closing (or, if later, the final resolution of any claim pursuant to any Claim Notice delivered prior to such date), any shares of Acquiror Series B Preferred Stock or Acquiror Common Stock transferred by any Company Stockholder in accordance with the investigation and defense A&R Stockholder Agreement to a transferee that is not an Affiliate or Associate (as defined in the A&R Stockholder Agreement) of such ClaimCompany Stockholder shall no longer be subject to cancellation in order to pay indemnification claims under this Agreement. (e) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (f) Notwithstanding the provisions of Section 7.10, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere. (g) The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, intentional misrepresentation or intentional breach) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article V. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action (other than rights, claims and causes of action arising from fraud, intentional misrepresentation or intentional breach) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article V. Nothing in this subsection (g) shall limit any Person's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek and obtain any remedy on account of any rights, claims and causes of action arising from fraud, intentional misrepresentation or intentional breach.

Procedures. Each party entitled (a) The Purchaser Parties shall promptly notify Seller in writing upon becoming aware of a claim or a possible claim in respect of which a Purchaser Indemnified Party may seek indemnity pursuant to indemnification under this Agreement (each, an "including a claim or possible claim by a third party against a Purchaser Indemnified Party") shall give notice , such claim or possible claim by a third party being a “Third-Party Claim”), describing in reasonable detail the facts and circumstances then known by the Purchaser Indemnified Party with respect to the party required subject matter of such claim or demand and, if known, the Losses that are expected to provide indemnification be (the "Indemnifying Party"or reasonably could be) promptly after such Indemnified Party has actual knowledge of any Claim incurred or suffered as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claima result thereof; provided that counsel for the Indemnifying Party, who shall conduct the defense of failure to provide such Claim, shall be approved by the Indemnified Party (whose approval notice shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of release Seller from any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless Article IX, except to the Indemnifying Party is materially prejudiced thereby. No Indemnifying Partyextent that Seller suffers actual loss or prejudice as a result of such failure or delay. (b) Except as provided in Section 9.4(d), in the investigation event that a Purchaser Party notifies Seller of a potential indemnification claim pursuant to Section 9.4(a) in respect of a Third-Party Claim, Seller shall have the right, at its election, to participate in (but not control or otherwise direct) the defense of such Third-Party Claim with its own counsel and at its own cost and expense. For the avoidance of doubt, Parent shall have the sole, absolute and exclusive right to control and direct the defense of all Third-Party Claims in its sole and absolute discretion, and shall have the sole, absolute and exclusive right to enter into settlement or compromise, or consent to the entry of any such Claim shallJudgment with respect to, except with all Third-Party Claims without the consent of each Indemnified Party (which consent Seller; provided that Parent shall not settle or compromise any indemnifiable Third-Party Claim (notwithstanding whether the aggregate Losses at such time have reached or exceeded the Special Indemnity Cap) without the prior written consent of Seller (such consent not to be unreasonably withheld withheld, conditioned or delayed), consent to entry of any judgment ) if the terms or enter into any such settlement or compromise which does would adversely affect Seller’s reputation or its business or operations, contemplate an admission of wrongdoing by Seller or would be binding on Seller’s business and operations. (c) Subject to the Special Indemnity Cap, Seller shall not include an unconditional release of the contest, and shall promptly pay, any indemnification claim by a Purchaser Indemnified Party from all liability for documented attorneys’ fees and expenses actually incurred in respect of any individual Special Indemnity Matter if and to the extent that such Claimfees do not exceed $1,000,000 in the aggregate. Each Indemnified Party shall furnish such information regarding itself or For the Claim in question as an Indemnifying Party may reasonably request in writing avoidance of doubt, (i) any attorneys’ fees and as shall be reasonably required expenses payable in connection with the investigation foregoing shall count towards the Special Indemnity Cap and defense (ii) shall not limit or otherwise restrict the rights of such Claimthe Purchaser Indemnified Parties to receive indemnification for attorneys’ fees and expenses in excess of $1,000,000, subject to the Special Indemnity Cap and the indemnification provisions of this Article IX. (d) Notwithstanding anything to the contrary in this Agreement (including Section 9.4(b)), Seller shall have the exclusive right to control in all respects, and neither the Purchaser Parties nor any of their Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (i) any Tax Return of Seller or any of its Affiliates or (ii) any other Taxes for which Seller is responsible pursuant to this Agreement.

Procedures. Each party entitled to indemnification under this Agreement (each, an the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless except to the extent that the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.

Procedures. Each party (a) If any ▇▇▇▇▇▇▇▇ Indemnitee or Tandy Indemnitee (each, an “Indemnified Party”) believes that it has suffered or incurred or will suffer or incur any Losses for which it is entitled to indemnification under this Agreement Article IX, such Indemnified Party shall so notify the Party or Parties from whom indemnification is being claimed (eachthe “Indemnifying Party”) with reasonable promptness and reasonable particularity in light of the circumstances then existing. If any action at law or suit in equity is instituted by or against a third party with respect to which any Indemnified Party intends to claim any Losses, such Indemnified Party shall promptly notify the Indemnifying Party of such action or suit. The failure of an "Indemnified Party to give any notice required by this Section shall not affect any of such Party’s rights under this Article IX or otherwise except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnified Party". (b) Upon being given notice of any third party claim against an Indemnified Party, the Indemnifying Party shall give have the right upon written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense and conduct and control, through counsel of its choosing, of such third party claim, action or suit contemplated by Section 9.2(b) or 9.3(b), as applicable. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of the third party claim and any appeal arising therefrom. Upon assuming the defense of a third party claim, the Indemnifying Party may compromise or settle the same, provided either that (i) the settlement shall include as an unconditional term thereof the giving of a complete release from liability with respect to such action or suit to the Indemnified Party or (ii) the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement and the Indemnified Party shall have consented in advance in writing to the proposed compromise or settlement (which consent shall not be unreasonably withheld). The Indemnifying Party shall permit the Indemnified Party to participate in the defense of any such Claim; action or suit through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel for shall be borne by the Indemnified Party. If the Indemnifying Party, who shall Party undertakes to conduct and control the defense conduct and settlement of such Claimaction or suit, the Indemnifying Party shall be approved not thereby permit to exist any Encumbrance upon any asset of the Indemnified Party as a result of the claim being indemnified. The Indemnifying Party shall permit the Indemnified Party to participate in any settlement negotiations through counsel chosen by the Indemnified Party (whose approval shall not unreasonably be withheldat its own cost and expense). If an Indemnifying Party fails to assume the defense of a third party claim within fifteen (15) calendar days after receipt of the notice of the third party claim as provided above, and the Indemnified Party may participate in against which such defense at third party claim has been asserted will upon delivering notice to such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between effect to the Indemnifying Party and have the right to undertake, at the Indemnified Party’s cost, risk and expense, the defense, compromise or settlement of such Third Party in Claim on behalf of and for the account and risk of Indemnifying Parties; provided, however, that such action, in which case third party claim shall not be compromised or settled without the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense written consent of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayedwithheld), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of . If the Indemnified Party from all liability in respect to such Claim. Each assumes the defense of the third party claim, the Indemnified Party shall furnish such information regarding itself or will keep the Claim in question as an Indemnifying Party may reasonably request informed of the progress of any such defense, compromise or settlement of any action effected pursuant to and in writing and as shall be reasonably required in connection with the investigation and defense of such Claimaccordance herewith.

Procedures. Each (a) Other than with respect to an indemnification claim for Taxes (which shall be governed by Article 8), the party entitled to seeking indemnification under this Agreement Section 11.02 (each, an "the “Indemnified Party"”) shall agrees to give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought, sought under such Section and shall permit will provide the Indemnifying Party to assume the defense of any such Claim; provided information with respect thereto that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of may reasonably request. The failure to so notify the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Agreement unless Section 11.03, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its expense. (c) If the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in shall assume the investigation or control of the defense of any such Third Party Claim shall, except in accordance with the provisions of this Section 11.03, (1) the Indemnifying Party shall obtain the prior written consent of each the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), consent to entry of any judgment or enter ) before entering into any settlement or compromise which of such Third Party Claim, if the settlement does not include an unconditional release of the Indemnified Party from all liability in liabilities and obligations with respect to such ClaimThird Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (2) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party must mitigate to the extent required under applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall furnish such information regarding itself use reasonable best efforts to collect any amounts available under insurance coverage, or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall from any other Person alleged to be reasonably required in connection with the investigation and defense of such Claimresponsible, for any Damages payable under Section 11.02.

Procedures. Each The procedure for indemnification shall be as follows: 9.5.1 The party entitled to claiming indemnification under this Agreement (each, an "Indemnified Party"the “Claimant”) shall promptly give notice to the party required to provide from whom indemnification is claimed (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of any Claim as claim, whether between the Parties (a “Direct Claim”) or brought by a third party, specifying (i) to which indemnity may the Claimant’s knowledge, the factual basis for such claim; and (ii) a good faith estimate of the amount of the claim, if such amount is capable of estimation. If the claim relates to an action, suit or proceeding filed by a third party against Claimant (a “Third Party Claim”), such notice shall be sought, and shall permit given reasonably promptly by Claimant to the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense after written notice of such ClaimThird Party Claim is received by Claimant; provided, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld)however, and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party the Claimant to give timely notice as provided herein hereunder shall not relieve the Indemnifying Party of its obligations under this Agreement unless Article 9 unless, and only to the extent that, the Indemnifying Party is materially has been prejudiced thereby. 9.5.2 Following receipt of notice from the Claimant of a Direct Claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. No For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and its authorized representative(s) the information relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration of such 30-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall immediately pay to the Claimant the full amount of the claim, subject to the terms and in accordance with the procedures set forth herein, including Section 9.4 and Section 9.6. If the Claimant and the Indemnifying Party do not agree within such period (or any mutually agreed upon extension thereof), the Claimant may seek appropriate legal remedies. 9.5.3 With respect to any Third Party Claim as to which the Claimant is entitled to indemnification hereunder, the Indemnifying Party shall have the right to undertake the defense of, or opposition to, such Third Party Claim with counsel selected by such Indemnifying Party, subject to the Indemnifying Party’s notifying the Claimant, in writing promptly after receipt of the Claimant’s notice of Claim, of its intention to assume such defense or opposition. The Claimant shall cooperate fully with the Indemnifying Party. If the Indemnifying Party elects to assume control of the defense of, or opposition to, any Third Party Claim, the Claimant shall have the right to participate in the investigation defense of, or opposition to, such claim at its own expense; provided, however, if, in the reasonable opinion of counsel for the Claimant, there would be a conflict of interest if the Indemnifying Party’s counsel represented both the Indemnifying Party and the Claimant, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel selected by the Claimant to participate in such defense or opposition. 9.5.4 In the event the Indemnifying Party (i) does not elect to assume control or otherwise participate in the defense of, or opposition to, any Third Party Claim or (ii) is not entitled to assume control of the defense of, or opposition to, any such Claim shallThird Party Claim, except the Indemnifying Party shall be bound by the results obtained by the Claimant with respect to such claim; provided, however, the Claimant shall not have the right to consent or otherwise agree to any monetary or non-monetary settlement or relief, including injunctive relief or other equitable remedies, without the prior written consent of each Indemnified Party (the Indemnifying Party, which consent shall will not be unreasonably withheld withheld, delayed or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release conditioned. In the event that the Indemnifying Party assumes control of the Indemnified defense of, or opposition to, any Third Party from all liability in Claim, the Claimant shall be bound by the results obtained by the Indemnifying Party with respect to such Claim. Each Indemnified claim; provided that the Indemnifying Party shall furnish not have the right to consent or otherwise agree to any non-monetary settlement or relief, including injunctive relief or other equitable remedies, without the prior written consent of the Claimant, which consent will not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, neither the Indemnifying Party nor the Claimant shall settle or compromise any such information regarding itself claim or demand unless the Claimant or the Indemnifying Party, respectively, is given a full and complete release of any and all Losses by all relevant parties relating thereto. 9.5.5 If a claim, whether a Direct Claim or a Third Party Claim, requires immediate action, the Parties will work in question good faith to reach a decision with respect thereto as an Indemnifying Party may reasonably request in writing and expeditiously as shall be reasonably required in connection with the investigation and defense of such Claimpossible.

Procedures. Each party entitled to indemnification If any Action indemnifiable under this Agreement Section 4 shall be brought, asserted or threatened against any person indemnified under this Section 4, the Indemnified Party shall promptly notify the indemnifying person (each, an "Indemnified PartyIndemnitor") ); PROVIDED that any failure to notify Indemnitor timely or at all shall give notice reduce the liabilities and obligations of Indemnitor under this Section 4 only to the party required extent Indemnitor actually shall be prejudiced by the failure. Indemnitor shall assume the payment of all related fees and expenses to provide indemnification the Action, and Indemnitor may, at its option, assume the defense of, or respond to, the Action. If Indemnitor has assumed the defense of (or responded to) the "Indemnifying Party") promptly after such Action, then the Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit not have the Indemnifying Party right to assume the defense of (or respond to) the Action and, subject to the provisions of this Section 4, Indemnitor shall have the right to control the defense, compromise or settlement of any such Claim; provided that counsel for the Indemnifying PartyAction. If Indemnitor, who shall conduct within 30 days after notice of any such Action, or such shorter period as is reasonably required, fails to assume the defense of such ClaimAction, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld)will have the right to undertake the defense, compromise or settlement of such Action on behalf of, and for the Indemnified Party may participate in account and risk, and at the expense of, Indemnitor, subject to the right of Indemnitor to assume the defense of such defense Action at such party's expense (unless the any time prior to settlement, compromise or final determination thereof. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between bound by the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense result of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shallAction, except with whether the consent of each Indemnified Party (which consent defense shall not be unreasonably withheld have been assumed by Indemnitor or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim.by

Procedures. (a) Each party entitled to indemnification under this Agreement MST Indemnified Party and Rollover Indemnified Party (each, each an "Indemnified Party") shall agrees to give prompt notice to the party required to provide indemnification Corporation of the assertion of any claim, or the commencement of any suit, action or proceeding (the "Indemnifying PartyClaim") promptly after such Indemnified Party has actual knowledge in respect of any Claim as to which indemnity may be soughtsought under such Section and will provide the Corporation such information with respect thereto that the Corporation may reasonably request. The failure to so notify the Corporation shall not relieve the Corporation of its obligations hereunder, and except to the extent such failure shall permit have adversely prejudiced the Indemnifying Party Corporation. (b) The Corporation (i) shall be entitled to assume participate in the defense of any Claim and, (ii) subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such Claim; provided that defense, in each case at its expense. Notwithstanding the foregoing, the Indemnified Party and the Corporation shall be entitled to share control and appoint lead counsel mutually accepted for the defense of any Claim which if decided in favor of the plaintiff in accordance with the complaint and aggregated with all Damages, other Claims and amounts for which such Indemnified Party is seeking indemnification would not exceed the Deductible. The Indemnified Party shall also be entitled to control and appoint lead counsel for the Indemnifying Partydefense of any Claim with the Corporation's consent or without Corporation's consent if the Indemnified Party agrees that the Corporation shall not be liable for any Damages pertaining to such Claim except that the Indemnified Party may apply the Damages toward its Deductible to the extent remaining. At such time as all Damages for an Indemnified Party equals or exceeds its Deductible, who such Indemnified Party agrees to cede control of any defense of any Claim if so requested by the Corporation. (c) If the Corporation shall conduct assume the control of the defense of such Claimany Claim in accordance with the provisions of this Section, the Corporation shall be approved by obtain the prior written consent of the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter withheld) before entering into any settlement or compromise which of such Claim if the settlement does not include an unconditional release of the Indemnified Party from all liability in liabilities and obligations with respect to such Claim. Each The Indemnified Party shall furnish such information regarding itself or be entitled to participate in the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnified Party shall obtain the prior written consent of the Corporation (which shall not be unreasonably withheld) before entering into any settlement of a Claim. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any 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. Each party entitled Subject to Section 10.2(f) (in the case of the determination of the amount of Non-Cash Losses), claims for indemnification under this Agreement shall be asserted and resolved as follows: (each, a) If any Person who or that is entitled to seek indemnification under Section 10.2 (an "“Indemnified Party"”) shall give receives notice to of the party required to provide indemnification (the "Indemnifying Party") promptly after assertion or commencement of any claim asserted against such Indemnified Party has actual knowledge by a third party (a “Third Party Claim”) in respect of any Claim as matter that is subject to which indemnity may be soughtindemnification under Section 10.2, the Indemnified Party shall promptly: (i) notify the Party or Parties from whom indemnification is sought (the “Indemnifying Party”) of the Third Party Claim; and shall permit (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such Third Party Claim (if any), the Indemnified Party’s estimate of the amount of Losses attributable to the Third Party Claim (if available), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against all Losses that may result from such Third Party Claim in accordance with, and subject to, the limitations set forth in this Article 10, subject to the final sentence of this Section 10.3(b), and it notifies the Indemnified Party within twenty (20) Business Days of the receipt of notice of the Third Party Claim from the Indemnified Party that the Indemnifying Party elects to assume the defense of any such the Third Party Claim; provided that counsel for , then the Indemnifying Party, who Party shall conduct have the defense of such Claim, shall be approved by right to defend the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party is the Company) against such Third Party Claim at its expense with counsel selected by such Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), and by appropriate proceedings (which proceedings shall be prosecuted diligently by the Indemnifying Party); provided, however, that Sellers shall not have the right to assume the defense or control of Specified Litigation. The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, that if there exists or is reasonably concluded that there may be likely to exist a conflict of interest between that would make it inappropriate in the Indemnifying judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party), and provided further provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the no Indemnifying Party of its obligations under this Agreement unless shall enter into any settlement agreement without the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the written consent of each the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed); and provided, further, that such consent shall not be required if the settlement agreement: (i) contains a complete and unconditional general release by the Person asserting the Third Party Claim to entry all Indemnified Parties affected by the claim; (ii) does not contain any sanction or restriction upon the conduct of any judgment business by the Indemnified Party or its Affiliates; and (iii) does not have a material adverse Tax consequence with respect to the Company, the Indemnified Parties, the assets of the Company or the Subject Interests after the Closing Date. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall reasonably cooperate with the Indemnified Party in such defense. The Indemnified Party may participate in (but in no case control) any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 10.3(b); provided, that the Indemnified Party shall bear its own costs and expenses with respect to any such participation. The Indemnifying Party shall not be entitled to assume the defense of a Third Party Claim if the Third Party Claim seeks Losses in excess of one hundred fifty percent (150%) of the amount for which all Indemnifying Parties may be liable under this Agreement. (c) If the Indemnifying Party does not timely notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.3(b), then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense, including fees and expenses of counsel and experts (but only if the Indemnified Party is actually entitled to indemnification under this Article 10) in regard to the Third Party Claim, with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), and by appropriate proceedings (which proceedings shall be prosecuted diligently by the Indemnified Party). In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought under this Article 10 without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or compromise which does delayed). The Indemnifying Party may participate in, but not include an unconditional release of control, any defense or settlement controlled by the Indemnified Party from all liability in pursuant to this Section 10.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to any such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice after the Indemnified Party becomes actually aware of such Direct Claim. Each Such notice by the Indemnified Party shall furnish such information regarding itself or describe the Direct Claim in question as an reasonable detail, and indicate the estimated amount, if known, of damages that have been sustained by the Indemnified Party. The Indemnifying Party may reasonably request will have a period of five (5) Business Days to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five (5) Business Day period, the Indemnifying Party will be deemed to have rejected such Direct Claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party under the terms and as subject to the provisions of this Agreement. (e) Any indemnification payment made pursuant to this Agreement shall be reasonably required net of any insurance proceeds realized by and paid to the Indemnified Party in connection with the investigation and defense respect of such Claimclaim, and such Indemnified Party shall use commercially reasonable efforts to pursue such proceeds. Sellers shall not use the Company’s funds for any indemnity payment to a Buyer Indemnified Party (provided that this shall not prevent or prohibit the Company from using insurance proceeds to reduce the Company’s loss for a matter that might lead to an indemnification obligation) and Sellers waive any right of subrogation, recourse or contribution against the Company, Operator, their respective Representatives or their insurers arising out of Sellers’ indemnity obligations under this Agreement.

Procedures. Each (a) A party entitled to seeking indemnification under this Agreement (each, an "the “Indemnified Party"”) in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a “Third-Party Claim”) shall give deliver notice (a “Claim Notice”) in respect thereof to the party required to provide indemnification against whom indemnity is sought (the "“Indemnifying Party"”) promptly with reasonable promptness after receipt by such Indemnified Party has actual knowledge of any Claim as to which indemnity may be soughtnotice of the Third-Party Claim, and shall permit promptly provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to assume deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. In furtherance and not in limitation of the foregoing or anything herein contained to the contrary, any Claim Notices delivered shall specify, with reasonable detail and particularity, the nature of the Claim, the section or sections of the Agreement to which the Claim relates, and the amount of such Losses (if known) or a good faith, reasonable estimate of such Losses (to the extent ascertainable at such time) (the “Claimed Losses” ) and the basis upon which such calculation or estimate has been determined (together with reasonable supporting documentation therefor). (b) Except with respect to any Special Claim, the Indemnifying Party shall have the right (by notifying the Indemnified Party in writing of its intent within 20 days after receipt of the Third-Party Claim Notice) but not the obligation to control the defense of any Third-Party Claim, and all reasonable fees and expenses of the Indemnifying Party’s counsel shall be borne by the Indemnifying Parties. If the Indemnifying Party is controlling the defense of a Third-Party Claim, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in (but not control) the defense of such action at its sole expense. If the Indemnifying Party assumes the defense of any such Third-Party Claim; provided that counsel for , the Indemnifying Party, who shall Party will select counsel to conduct the defense of such claim or proceeding, will take all steps necessary in the defense or settlement thereof and will at all times diligently and promptly pursue the resolution thereof. If the Third-Party Claim is a Special Claim, or if the Indemnifying Party does not assume the defense of such Third-Party Claim or proceeding resulting therefrom in accordance with the terms of this Section 8.4, the Indemnified Party may defend against such claim or proceeding, and shall be approved reimbursed by the Indemnifying Party for such reasonable costs and expenses, in the manner the Indemnified Party may deem appropriate, including settling such claim or proceeding on such terms as the Indemnified Party may deem appropriate, with the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed). All parties to this Agreement shall cooperate in the defense or prosecution of such Third Party Claim and shall furnish such records, information and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection with such Third-Party Claim; provided, that no party shall be required to grant access or furnish information to the extent that such information is subject to an attorney/client or attorney work product privilege; and provided further, that a party and/or its counsel shall use their commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney/client or attorney work product privilege. Each party shall act in good faith and in a commercially reasonable manner in addressing any adverse consequences that may result in the basis for an indemnifiable claim. If the Indemnifying Party assumed the defense of any claim or proceeding in accordance with this Section 8.4, the Indemnifying Party will be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or proceeding, 60 with the prior written consent of each relevant Indemnified Party (which shall not be unreasonably withheld); provided, however, that the Indemnifying Party will pay or cause to be paid all amounts arising out of such settlement or judgment concurrent with the effectiveness thereof; provided further, that the Indemnifying Party is not authorized to encumber any of the assets of any Indemnified Party or to agree to any restriction that would apply to any Indemnified Party or to its conduct of business; and provided further, that a condition to any such settlement is a complete release of each relevant Indemnified Party and its Affiliates, directors, officers, employees and agents with respect to the claim made. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third‑Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII. If the Indemnifying Party does not notify the Indemnified Party within 20 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability (in whole or in part) to the Indemnified Party hereunder, which may consist of, for the avoidance of doubt, an objection based on the inability to determine (i) the propriety of indemnification of any or all claims contained in the Claim Notice, (ii) the accuracy of any statement of fact or Losses set forth in the Claim Notice and/or (iii) to the extent the Claim Notice seeks indemnification under Section 8.2(a) or Section 8.3(a), the fact that the facts alleged in the Claim Notice do not constitute a breach of a representation or warranty for which indemnification is available pursuant to Section 8.2(a) or Section 8.3(a), as applicable (any such notice, an “Objection Notice”), such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party timely disputes (whose approval shall not unreasonably be withheld)in whole or in part) its liability to the Indemnified Party hereunder in accordance with the terms hereof, the Indemnifying Party and the Indemnified Party will, for a period of 30 days following delivery of the Objection Notice, negotiate in good faith to resolve the items disputed in the Objection Notice. During such 30-day period each of such parties shall promptly provide the other with such information regarding the Direct Claim as such other party may participate in such defense at such party's expense (unless reasonably request. If the Indemnified Party shall have reasonably concluded that there and the Indemnifying Party are unable to fully resolve the items disputed in the Objection Notice during such 30-day period, the Indemnified Party and the Indemnifying Party will be entitled to initiate such proceedings and seek such remedies as may be a conflict permitted under the terms of interest this Agreement. (d) Subject to Section 8.5, the indemnification required hereunder shall be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, promptly following agreement between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the amount of Losses incurred or if no such agreement, upon receipt of a final, non-appealable court order determining the amount of such Losses. (e) The Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnifying Party Indemnified Party. (f) Notwithstanding the foregoing, following the Closing, the Buyer shall not initiate any discussions, proceedings, audits, examinations or any other contacts relating to sales and use Taxes of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced therebyCompany with any Governmental Authority for a Pre-Closing Tax Period, without the consent of Sellers Representative (not to be unreasonably withheld, delayed or conditioned). No Indemnifying PartySellers Representative shall have the right to determine which Governmental Authority to initiate discussions with regarding resolution, including voluntary disclosure agreements, of outstanding sales and use Tax liability of Seller for a Pre-Closing Tax Period. The rights of the parties to control and participate in the investigation or process and defense of any such Claim shallsales and use Tax matters (including with respect to settlement) shall be governed in the same manner as Third Party Claims under Section 8.4(b). For the avoidance of doubt, except and notwithstanding anything else to the contrary in this Agreement, (i) Buyer shall have the right to initiate any discussions, proceedings, audits, examinations, voluntary disclosure agreements, or any other contacts relating to sales and use Taxes of On-Site Labs and DepositIQ with any Governmental Authority for any Pre-Closing Tax Period or Straddle Period, without the consent of each Indemnified Party Sellers Representative, (ii) the Sellers Representative shall have the right to participate (at its own expense) in the process and defense of any such sales and use Tax matters and Buyer shall not consent to settlement of any such matter without the consent of the Sellers Representative (which consent shall not be unreasonably withheld or delayedwithheld), consent and (iii) nothing in this Agreement shall be construed to entry limit Buyer’s ability after the Closing to file Tax Returns with any Governmental Authority with respect to any sales or use Taxes of On-Site Labs, Deposit IQ, or Buyer (or any judgment of its Affiliates) for any Tax period that is a Straddle Period or enter into that begins after the Closing Date. No action by Buyer or any settlement or compromise which does not include an unconditional release of the its Affiliates that is authorized in this Section 8.4(f) shall result in any limitation on any Seller Party’s obligation to indemnify any Buyer Indemnified Party from all liability in with respect to such Claim. Each Indemnified Party shall furnish such information regarding itself Losses for any Sales Tax Claim pursuant to this Agreement. (g) To the extent any provision of this Section 8.4 is in conflict with or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection inconsistent with the investigation and defense provisions of such ClaimArticle VI, Article VI shall govern.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 10.02 (each, an the "Indemnified Party") shall agrees to give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding ("Claim") in respect of which indemnity may be sought, sought under such Section and shall permit will provide the Indemnifying Party to assume the defense of any such Claim; provided information with respect thereto that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of may reasonably request. The failure to so notify the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein Panty shall not relieve the Indemnifying Party of its obligations under hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party ("Third Party Claim") and, subject to the limitations set forth in this Agreement unless Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense.j (c) If the Indemnifying Party is materially prejudiced therebyshall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, (i) the Indemnifying Party shall obtain the prior written'consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. No The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the indemnified Party without the prior written consent of the Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld withheld, delayed or delayed)conditioned. (d) Each party shall cooperate, consent and cause their respective Affiliates to entry cooperate, in the defense or prosecution of any judgment Third Party Claim and shall furnish or enter into any settlement cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or compromise which does not include an unconditional release appeals, as may be reasonably requested in connection therewith. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party from all liability in respect to such Claim. Party. (e) Each Indemnified Party shall furnish such information regarding itself use reasonable efforts to collect any amounts available under insurance coverage, or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall from any other Person alleged to be reasonably required in connection with the investigation and defense of such Claimresponsible, for any Damages payable under Section 10.02.

Procedures. Each party entitled to Claims for indemnification under this Agreement shall be asserted and resolved as follows: (each, a) If any Person who or which is entitled to seek indemnification under 0 (an "“Indemnified Party"”) shall give receives notice to of the party required to provide indemnification (the "Indemnifying Party") promptly after such assertion or commencement of any claim asserted against an Indemnified Party has actual knowledge by a third party (“Third Party Claim”) in respect of any Claim as matter that is subject to which indemnity may be soughtindemnification under 0, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict promptly: (i) notify the Party obligated to the Indemnified Party pursuant to 0 above (the “Indemnifying Party”) of interest between the Third Party Claim; and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third Party Claim and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense basis of the Indemnifying Indemnified Party), and provided further that the failure of any Indemnified Party ’s request for indemnification under this Agreement. Failure to give notice as provided herein timely provide such Claim Notice shall not relieve affect the Indemnifying Party right of its obligations under this Agreement unless the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is materially prejudiced thereby. No by such delay or omission. (b) The Indemnifying Party may elect to defend the Indemnified Party against such Third Party Claim; except that if Seller is the Indemnifying Party, in then Seller shall not have the investigation right to defend or direct the defense of any such Third Party Claim shallthat (i) is asserted directly or by or on behalf of a Person that is a supplier or a customer of an Acquired Company, except or (ii) seeks an injunction or other equity relief against any Buyer Indemnified Party. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this 0. The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement or consent to the entry of judgment without the written consent of each the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed); provided, further, that such consent to entry of any judgment or enter into any shall not be required if: (i) the settlement or compromise which does not include an agreement contains a complete and unconditional release of the such Indemnified Party from all liability on claims that are the subject matter of such proceeding; and (ii) the settlement agreement does not contain any consideration other than the payment of money which the Indemnifying Party agrees to pay. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this 0, and the Indemnified Party shall bear its own costs and expenses with respect to such Claimparticipation. Each Notwithstanding the foregoing, the Indemnified Party shall furnish have the right, exercisable in its sole discretion, to assume control of the defense of any Third Party Claim if (i) the Indemnifying Party advises such information regarding itself Indemnified Party in writing that the Indemnifying Party does not elect to defend, settle or compromise such Claim, or (ii) the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that the Indemnifying Party elects to undertake the defense thereof on behalf of and for the account and risk, and at the expense, of the Indemnifying Party. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to 0, then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in question as an regard to the Third Party Claim with counsel selected by the Indemnified Party, by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this 0, and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably request prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of the events that gave rise to such Direct Claim; provided, that failure to provide timely notice shall not affect the Indemnified Party’s indemnification hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such delay or omission. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of Losses that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five (5) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such five (5) Business Day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and as shall be reasonably required in connection with subject to the investigation and defense provisions of such Claimthis Agreement.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 14.2 (each, an "the “Indemnified Party"”) shall give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought, sought under such section and shall permit will provide the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request. The failure to assume so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any such Claim asserted by any third party (“Third Party Claim; provided that counsel for ”) and, subject to the Indemnifying Partylimitations set forth in this Section 14.3(b), who shall conduct be entitled to control the defense of such Third Party Claim and appoint lead counsel for such defense, in each case at its own expense. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume control of such defense if the claim of which the Indemnifying Party seeks to assume control (i) to the extent such claim seeks non-monetary relief, (ii) involves criminal allegations, or (iii) involves a claim which would be reasonably like to result in Damages to the Indemnified Party in excess of the amount of Damages the Indemnified Party is entitled to recover from the Indemnifying Party hereunder. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 14.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party, and (ii) the Indemnified Party shall be approved entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Indemnifying Party shall have reasonably concluded has been advised by counsel that there may be a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties Party. (d) Each party shall be at the expense of the Indemnifying Party)cooperate, and provided further that the failure of any Indemnified Party cause its respective Affiliates to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Partycooperate, in the investigation defense or defense prosecution of any Third Party Claim and shall furnish or cause to be furnished such Claim shallrecords, except with the consent of each Indemnified Party information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. e) Each Indemnified Party shall furnish use commercially reasonable efforts to mitigate in accordance with applicable Law any loss for which such information regarding itself or Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Claim in question as an Indemnifying Party may reasonably request has paid the Indemnified Party under any indemnification provision of this Agreement in writing respect of that loss, the Indemnified Party shall notify the Indemnifying Party and as pay to the Indemnifying Party the extent of the value of the benefit (or, if less, the amount of any such loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be reasonably required in connection with the investigation and defense of such Claimresponsible, for any Damages payable under Section 14.2.

Procedures. Each party (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party7.4(a)" ”) 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 a Third Party against the Indemnified Party (eacha “Third Party Claim7.4(a)" ”), an "such Indemnified Party"Party shall deliver notice thereof to the Party against whom indemnity is sought (the “Indemnifying Party7.4(a)" ”) promptly after receipt by 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 give not release the Indemnifying Party from any of its obligations under this Article 7 except to the extent that the Indemnifying Party is prejudiced by such failure. (b) Subject to Sections 5.2 and 5.3, the Indemnifying Party shall have the right, upon written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge within 30 days of any Claim as receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to which indemnity may be sought, and shall permit assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to assume 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 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 Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to compromise, settle or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent unless the Indemnifying Party withdraws from the defense of such Third Party Claim or unless a final non-appealable judgment of a court of competent jurisdiction 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 Indemnified Party assumes the defense of any such Claim; provided that counsel for claims or proceeding pursuant to this Section 7.4 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party, who Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the conduct of the settlement and/or to preclude such action by the Indemnified Party and assume or reassume the defense of such claims or proceeding. If a firm written offer is made to settle any Third Party Claim, shall be approved by the Indemnifying Party proposes to accept such settlement and the Indemnified Party refuses to consent to such settlement, then: (whose approval i) the Indemnifying Party shall not unreasonably be withheld)excused from, and the Indemnified Party may participate in shall be solely responsible for, all further defense of such defense at Third Party Claim and all of the costs and expenses associated therewith and (ii) the maximum obligation of the Indemnifying Party to indemnify the Indemnified Party relating to such party's expense Third Party Claim shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such Third Party Claim is greater than the amount of the proposed settlement. (unless c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 7 except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall have reasonably concluded 30 days after receipt of notice of any claim pursuant to this Section 7.4(c) to (i) agree to the amount or method of determination set forth in such claim and to pay such amount to such Indemnified Party or (ii) provide the Indemnified Party with notice (a “Dispute Notice7.4(c)" ”) that there may be it disagrees with the amount or method of determination set forth in such claim. If the Indemnifying Party has timely delivered a conflict of interest between 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 in good faith to achieve of resolution of such actiondispute and, in which case the fees and expenses of one if not resolved through negotiations, such counsel for all Indemnified Parties dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (d) Notwithstanding the foregoing, if a Third Party Claim includes or could reasonably be expected to include both a claim for Taxes that are Excluded Taxes and a claim for Taxes that are Assumed Liabilities, and such claim for Taxes that are Excluded Taxes is not separable from such a claim for Taxes that are Assumed Liabilities, Sellers (if the claim for Taxes that are Excluded Taxes exceeds or reasonably could be expected to exceed in amount the claim for Taxes that are Assumed Liabilities) or otherwise Buyer (Sellers or Buyer, as the case may be, the “Tax Controlling Party7.4(d)" ”), shall be entitled to control the defense of such Third Party Claim (such Third Party Claim, a “Tax Claim7.4(d)" ”). In such case, the other party (the “Tax Non-Controlling Party7.4(d)" ”) shall be entitled to participate fully (at the expense Tax Non-Controlling Party’s sole cost and expense) in the conduct of such Tax Claim and the Indemnifying Party), and provided further that the failure of any Indemnified Tax Controlling Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any settle such Tax Claim shall, except with without the consent of each Indemnified such Tax Non-Controlling Party (which consent shall not be unreasonably withheld or delayed), consent to entry . The costs and expenses of any judgment or enter into any settlement or compromise which does not include an unconditional release conducting the defense of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Tax Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required apportioned based on the relative amounts of the claim for Taxes that are Excluded Taxes and the claim for Taxes that are Assumed Liabilities. Notwithstanding any other provision, Buyer shall be entitled to control in connection with the investigation and defense all respects any proceedings relating to Taxes based on or related to income of such ClaimBuyer or any of its Affiliates and, except as provided above in this Section 7.4(d), all other proceedings relating to Taxes of Buyer or any of its Affiliates.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 11.02 (each, an the "Indemnified Party") shall agrees to give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding ("Claim") in respect of which indemnity may be sought, sought under such Section and shall permit will provide the Indemnifying Party to assume the defense of any such Claim; provided information with respect thereto that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of may reasonably request. The failure to so notify the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under hereunder, except to the extent such failure shall have materially prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party ("Third Party Claim") and, subject to the limitations set forth in this Agreement unless Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its expense. (c) If the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in shall assume the investigation or control of the defense of any such Third Party Claim shall, except in accordance with the provisions of this Section 11.03, (i) the Indemnifying Party shall obtain the prior written consent of each the Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter withheld) before entering into any settlement or compromise which of such Third Party Claim, if the settlement does not include an unconditional release of the Indemnified Party from all liability in liabilities and obligations with respect to such ClaimThird Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party shall furnish mitigate in accordance with Applicable Law any loss for which such information regarding itself or Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Claim in question as an Indemnifying Party may reasonably request has paid the Indemnified Party under any indemnification provision of this Agreement in writing respect of that loss, the Indemnified Party must notify the Indemnifying Party and as pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party's reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be reasonably required in connection with the investigation and defense of such Claimresponsible, for any Damages payable under Section 11.02.

Procedures. Each (a) Any Person seeking indemnification under this Section 5 (the “Indemnified Person”) shall give prompt notice to the party against whom indemnity is sought (the “Indemnifying Person”) of the assertion of any Third Party Claim; provided that no delay on the part of the Indemnified Person in notifying the Indemnifying Person shall relieve the Indemnifying Person of any Liability or obligation hereunder, except to the extent that the Indemnifying Person has been irreparably prejudiced thereby. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 5.3(a) of the assertion of a Third Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person 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 or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim), to assume the defense of such Third Party Claim with counsel satisfactory to the Indemnified Person. If the Indemnifying Person assumes the defense of a Third Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third Party Claims may be effected by the Indemnifying Person without the Indemnified Person’s written consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third Party Claims effected without its written consent. If notice is given to an Indemnifying Person of the assertion of any Third Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third Party Claim, the Indemnifying Person will be bound by any determination made in such Third Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third Party 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 Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third Party Claim. (d) Notwithstanding the provisions of Section 6.2, Seller hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third Party Claim is brought against any member of the Purchaser Group for purposes of any claim that a member of the Purchaser Group may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller with respect to such a claim anywhere in the world. (eache) With respect to any Third Party Claim subject to indemnification under this Section 5: (i) both the Indemnified Person and the Indemnifying Person, an "Indemnified Party"as the case may be, shall keep the other Person fully informed of the status of such Third Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) shall give the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third Party Claim. (f) With respect to any Third Party Claim subject to indemnification under this Section 5, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its best efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable Law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. (g) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by notice to the party required to provide from whom indemnification (the "Indemnifying Party") is sought and shall be paid promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claimnotice.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 11.02 (each, an the "Indemnified PartyINDEMNIFIED PARTY") shall agrees to give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "Indemnifying PartyINDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim, or the commencement of any suit, action or proceeding ("CLAIM") in respect of which indemnity may be sought, sought under such Section and shall permit will provide the Indemnifying Party to assume the defense of any such Claim; provided information with respect thereto that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of may reasonably request. The failure to so notify the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under hereunder, except to the extent such failure shall have adversely affected the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party ("THIRD PARTY CLAIM") and, subject to the limitations set forth in this Agreement unless Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. (c) If the Indemnifying Party is materially prejudiced therebyshall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, but only if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or if the settlement imposes injunctive or other equitable relief against the Indemnified Party, and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. No The fees and expenses of such separate counsel shall be paid by the Indemnified Party. The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld withheld, delayed or delayed)conditioned. (d) Each party shall cooperate, consent and cause their respective Affiliates to entry cooperate, in the defense or prosecution of any judgment Third Party Claim and shall furnish or enter into any settlement cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or compromise which does not include an unconditional release appeals, as may be reasonably requested in connection therewith. The Indemnified Party shall keep the Indemnifying Party fully informed of the defense of any Third Party Claim conducted by such Indemnified Party from all liability in respect to such Claim. Party. (e) Each Indemnified Party shall furnish such information regarding itself use reasonable efforts to collect any amounts available under insurance coverage, or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall from any other Person alleged to be reasonably required in connection with the investigation and defense of such Claimresponsible, for any Damages payable under Section 11.02.

Procedures. Each party entitled (a) If any DAKP Indemnified Party or any PTS Indemnified Party (an “Indemnified Party”) receives notice of the assertion or commencement of any Third-Party Claim against or involving such Indemnified Party with respect to which the Person against whom or from which such indemnification is being sought (an “Indemnifying Party”) is obligated to provide indemnification under this Agreement (eachAgreement, the Indemnified Party shall give such Indemnifying Party prompt written notice thereof; provided that failure to give such notice shall not affect the rights or obligations of any Indemnified Party except and only to the extent that, as a result of such failure, an "Indemnified Party") shall give notice to Indemnifying Party can demonstrate actual loss or prejudice as a result of such failure. Except as provided for in the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be soughtimmediately following sentence, and shall permit the Indemnifying Party shall have the right to assume control the defense of any such Third-Party Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may shall have the right to participate in the defense of any Third-Party Claim at such Indemnified Party’s sole expense and by such Indemnified Party’s own counsel (which will be reasonably satisfactory to the Indemnifying Party). Notwithstanding the immediately preceding sentence, (i) in the case of a Third-Party Claim with respect to which PTS is obligated to provide indemnification under Section 7.2(a)(iii), at DAKP’s election, DAKP or another DAKP Indemnified Party shall have the right to control the defense of such Third-Party Claim, and PTS shall have the right to participate in such defense at such party's PTS’ sole expense and by PTS’ own counsel (unless which will be reasonably satisfactory to the DAKP), (ii) in the case of a Third-Party Claim with respect to which DAKP is obligated to provide indemnification under Section 7.2(b)(iii), at PTS’s election, PTS or another PTS Indemnified Party shall have reasonably concluded that there may be a conflict the right to control the defense of interest between such Third-Party Claim, and DAKP shall have the Indemnifying Party and the Indemnified Party right to participate in such action, in defense at DAKP’s sole expense and by DAKP’s own counsel (which case will be reasonably satisfactory to the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying PartyPTS), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, (iii) in the investigation or case of a Third-Party Claim with respect to which both PTS is obligated to provide indemnification under Section 7.2(a)(iii) and DAKP is obligated to provided indemnification under Section 7.2(b)(iii), the Parties shall mutually agree on the control of the defense of any such Claim shall, except with Third-Party Claim. (b) Without the prior written consent of each the Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned, or delayed), consent to entry of any judgment or the Indemnifying Party shall not enter into any settlement of any Third-Party Claim which would lead to any Liability or compromise create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or which provides for injunctive or other non-monetary relief applicable to the Indemnified Party, or which does not include an unconditional release of all Indemnified Parties. If a firm offer is made to settle a Third-Party Claim without leading to Liability or the creation of a financial or other obligation on the part of the Indemnified Party from all liability in respect for which the Indemnified Party is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agree to such Claimoffer, the Indemnifying Party shall give written notice to the Indemnified Party to that effect. Each If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, then the Indemnified Party may continue to contest or defend such Third-Party Claim and, in such event, the maximum Liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. Without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned, or delayed), the Indemnified Party shall furnish not enter into any settlement of any Third Party claim subject to indemnification hereunder. (c) The party not controlling the defense of a Third-Party Claim and its Affiliates (collectively, the “Non-Controlling Party”) shall provide the party controlling the defense of such information regarding itself or Third-Party Claim (the Claim in question as an Indemnifying “Controlling Party”) with reasonable access during normal business hours to books, records, and employees of the Non-Controlling Party may reasonably request in writing and as shall be reasonably required necessary in connection with the investigation and Controlling Party’s defense of any Third-Party Claim that is the subject of a claim for indemnification by an Indemnified Party hereunder; provided, however, that in no event will any Non-Controlling Party be required to provide the Controlling Party with any documentation or other materials that will, as determined in good faith by the applicable Non-Controlling Party, adversely affect the attorney-client or other privilege of such Non-Controlling Party; provided further that, prior to denying any such access due to a determination that such access will adversely affect an attorney-client or other privilege, the Non-Controlling Party will negotiate in good faith with the Controlling Party a joint defense or other agreement to provide for such access while maintaining any such privilege. (d) Any claim by an Indemnified Party on account of Damages which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by giving the Indemnifying Party reasonably prompt written notice thereof; provided that failure to give such notice shall not affect the rights or obligations of any Indemnified Party except and only to the extent that, as a result of such failure, an Indemnifying Party can demonstrate actual loss or prejudice as a result of such failure. The Indemnifying Party shall have a period of twenty (20) days from the date of receipt of such notice within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such twenty (20) day period, the Indemnifying Party shall be deemed to have conclusively accepted all Liabilities reflected in such claim, and the Indemnified Party shall thereupon be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. Any disputes pursuant to this Section 7.3(d) shall be resolved pursuant to Section 8.8.

Procedures. ¤ Each party entitled to Person seeking indemnification under this Agreement Article 11 (each, an "the “Indemnified Party"”) shall give prompt notice to the party required to provide Person from whom indemnification is sought (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to which indemnity may be sought, and shall permit claim or the Indemnifying Party to assume the defense commencement of any such Action by any third party (“Third Party Claim”); provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any the Indemnified Party to give notice as provided herein in this Section 11.03(a) shall not relieve the any Indemnifying Party of its obligations under this Agreement unless Section 11.02, except to the extent that such failure adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party is materially prejudiced therebywith such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. No The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in this Section 11.03, to assume control of, and defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim, but the Indemnified Party may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its own expense. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim or resolve any Environmental Matter pursuant to this Article 11, then the Indemnified Party may defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim or Environmental Matter at the Indemnifying Party’s expense. If the Indemnifying Party shall, assume the defense of any Third Party Claim or the resolution of any Environmental Matter pursuant to this Article 11, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim or Environmental Matter, as applicable; provided that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, in a material conflict exists between the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent and the Indemnifying Party that would make such separate representation advisable; provided, further that the Indemnifying Party shall not be unreasonably withheld or delayed), consent required to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the pay for more than one such counsel (in addition to local counsel) for all Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required Parties in connection with the investigation and defense of such Claimany Third Party Claim or Environmental Matter.

Procedures. Each (a) An Indemnified Party (as defined in Section 17.3(b)) shall promptly give the Indemnifying Party (as defined in Section 17.3(b) notice of any matter (other than any third party claim, suit or action) upon determining that such matter has or may give rise to any right of indemnification pursuant to Article XVII hereof; provided that the failure by the Indemnified Party to give prompt notice of any such matter shall not limit the liability of the Indemnifying Party hereunder, except that this provision shall not be deemed to limit the Indemnifying Party’s rights to recover from the Indemnified Party to the extent of any loss, cost or expense which it can establish resulted directly from such failure to give prompt notice. (b) In case any third party claim is made, or any third party suit or action is commenced, against a Party (the “Indemnified Party”), the Indemnified Party shall promptly give the other Party (the “Indemnifying Party”) notice thereof upon making a determination that such third party claim, suit or action may give rise to a right of indemnification under Article XVII hereof and the Indemnifying Party shall be entitled to indemnification under this Agreement (eachparticipate in the defense thereof and, an "Indemnified Party") shall give with prior written notice to the party required Indemnified Party given not later than twenty (20) days after the delivery of the applicable notice from the Indemnified Party, to provide indemnification (assume, at the "Indemnifying Party") promptly after ’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit Party. After notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of any investigation. (c) The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party elects to assume such Claim; provided that defense, but the fees and expenses of such counsel for shall be at the Indemnified Party’s expense, unless (i) the employment of such counsel has been authorized in writing by the Indemnifying Party, who shall conduct (ii) the Indemnifying Party has not employed counsel to take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense, thereafter ceases its defense of such Claimaction, shall be approved by or (iii) the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have has reasonably concluded that there may be a conflict of interest between defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events the attorneys’ fees and expenses of counsel to the Indemnified Party shall be borne by the Indemnifying Party. (d) The Indemnifying Party shall promptly notify the Indemnified Party if the Indemnifying Party desires not to assume, or participate in the defense of, any such third party claim, suit or action. (e) The Indemnified Party or Indemnifying Party may at any time notify the other of its intention to settle or compromise any third party claim, suit or action against the Indemnified Party in such action, in respect of which case payments may be sought by the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party)Party hereunder, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve (i) the Indemnifying Party may settle or compromise any such claim, suit or action solely for the payment of its obligations under this Agreement unless money damages for which the Indemnifying Indemnified Party is materially prejudiced thereby. No Indemnifying will be fully indemnified hereunder, but shall not agree to any other settlement or compromise without the prior written consent of the Indemnified Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), (it being agreed that any failure of an Indemnified Party to consent to entry of any judgment or enter into any settlement or compromise which does involving relief other than monetary damages shall not include an unconditional release of be deemed to be unreasonably withheld), and (ii) the Indemnified Party from all liability in respect to may settle or compromise any such Claim. Each Indemnified Party third party claim, suit or action solely for an amount not exceeding one thousand dollars ($1,000), but shall furnish such information regarding itself not settle or compromise any other matter without the Claim in question as an prior written consent of the Indemnifying Party may reasonably request in writing and as Party, which consent shall not be reasonably required in connection with the investigation and defense of such Claimunreasonably withheld.

Procedures. Each (a) The party entitled to seeking indemnification under this Agreement Section 11.02 (each, an "the “Indemnified Party"”) shall agrees to give prompt notice to the party required to provide indemnification against whom indemnity is sought (the "“Indemnifying Party"”) promptly after such Indemnified Party has actual knowledge of the assertion of any Claim as to claim (whether by a third party or any party hereto), or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section, specifying in reasonable detail the basis and factual background for the Claim and the amount of Damages sought, and shall permit will provide the Indemnifying Party to assume the defense of any such Claim; provided information with respect thereto that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the may reasonably request. The failure of any Indemnified Party to give such notice as provided herein shall not will not, however, relieve the Indemnifying Party of any liability hereunder except and only to the extent that it is actually prejudiced thereby. (b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its obligations under this Agreement unless expense. (c) If the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in shall assume the investigation or control of the defense of any such Third Party Claim shall, except in accordance with the provisions of this Section 11.03, (i) the Indemnifying Party shall obtain the prior written consent of each the Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter withheld) before entering into any settlement or compromise which of such Third Party Claim, if the settlement does not include an unconditional release of the Indemnified Party from all liability in liabilities and obligations with respect to such ClaimThird Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall cooperate, and cause its respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Each Indemnified Party shall furnish such information regarding itself use reasonable efforts to collect any amounts available under insurance coverage, or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall from any other Person alleged to be reasonably required in connection with the investigation and defense of such Claimresponsible, for any Damages payable under Section 11.02.

Procedures. Each party entitled to (a) Any Person seeking indemnification under this Agreement Article IX (each, an "the “Indemnified Party"”) shall give prompt written notice to the party required Person from whom indemnification is to provide indemnification be sought (the "“Indemnifying Party"”) promptly after such of the assertion of any claim or the commencement of any Action by any third party (“Third-Party Claim”); provided, that the failure of the Indemnified Party has actual knowledge of to give notice as provided in this Section 9.3(a) shall not relieve any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party of its obligations under Section 9.2, except to assume the defense extent that such failure actually prejudices the rights of any such Claim; provided that counsel Indemnifying Party. Such notice shall set forth in reasonable detail the Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, who shall conduct as promptly as reasonably practicable following the defense Indemnified Party’s receipt thereof, copies of such Claim, shall be approved all written notices and documents (including any court papers) received by the Indemnified Party (whose approval shall not unreasonably be withheld), relating to the Third-Party Claim and the Indemnified Party may participate shall provide the Indemnifying Party with such other information with respect to any such Third-Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in Section 9.3(c), to assume control of, and defend against, negotiate, settle (subject to Section 9.3(b)) or otherwise deal with such Third-Party Claim; provided, that the Indemnifying Party shall not be entitled to undertake the defense at of the Third-Party Claim if (i) such party's expense Third-Party Claim involves criminal allegations, (unless ii) outside counsel advises in writing the Indemnified Party shall have reasonably concluded that there may be a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party, (iii) Seller is the Indemnifying Party and the Third-Party Claim relates to either of item 2 or item 4 of Schedule 9.2(a)(vi) or (iv) Seller is the Indemnifying Party and the Third-Party Claim relates both to (A) Taxes that are indemnifiable under this Agreement and (B) Taxes that are not indemnifiable under this Agreement and that cannot reasonably be severed from the remainder of the Third-Party Claim; provided, that, in such actioncase, the Indemnified Party shall contest, in which case consultation with the fees Indemnifying Party, diligently and in good faith, the portion of such Third-Party Claim relating to the Taxes described in clause (A). If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third-Party Claim, then the Indemnified Party may defend against, negotiate, settle (subject to Section 9.3(b)) or otherwise deal with such Third-Party Claim at the Indemnifying Party’s reasonable expense, subject to the final determination of whether such expenses are indemnifiable Damages. If the Indemnifying Party shall assume the defense of any Third-Party Claim, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third-Party Claim; provided, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (x) requested by the Indemnifying Party to participate or (y) the Indemnifying Party loses entitlement to assume the defense of such Third-Party Claim or withdraws from such defense; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties shall be at in connection with any Third-Party Claim. (b) Notwithstanding anything in this Section 9.3 to the expense of the Indemnifying Party)contrary, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve neither the Indemnifying Party of its obligations under this Agreement unless nor the Indemnifying Indemnified Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with without the written consent of each Indemnified Party the other party (which consent shall not to be unreasonably withheld withheld, conditioned or delayed), settle or compromise any Third-Party Claim or permit a default or consent to entry of any judgment or enter into judgment; provided, further, that prior to any such settlement or compromise which by Buyer with respect to a Third-Party Claim relating to item 2 of Schedule 9.2(a)(vi), Buyer shall take the actions set forth following item 2 of Schedule 9.2(a)(vi). Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not include permit any Order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party or any of its Affiliates and (iii) such settlement includes an unconditional release of the such Indemnified Party and its Affiliates from all liability in respect on claims that are the subject matter of such Third-Party Claim and does not include any statement as to such Claim. Each or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party or any of its Affiliates. (c) Each Party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such records, information regarding itself and testimony, and attend such conferences, discovery proceedings, hearings, trials or the Claim in question appeals, as an Indemnifying Party may reasonably request in writing and as shall be reasonably required requested in connection with the investigation and defense of such Claimtherewith.

Procedures. Each party entitled to indemnification under The Partiesʼ respective obligations in this Agreement Section 9 (each, an "Third-Party Claims) are conditioned on: (a) the Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit Parties giving the Indemnifying Party prompt written notice of the Claim, except that the failure to assume provide prompt notice will only limit the indemnification obligations to the extent the Indemnifying Party is prejudiced by the delay or failure; (b) the Indemnifying Party being given full and complete control over the defense and settlement of the Claim; and (c) the relevant Indemnified Parties providing assistance in connection with the defense and settlement of the Claim, as the Indemnifying Party may reasonably request. The Indemnifying Party will indemnify the Indemnified Parties against: (i) all damages, costs, and attorneysʼ fees finally awarded against any of them with respect to any Claim; (ii) all out-of-pocket costs (including reasonable attorneysʼ fees) reasonably incurred by any of them in connection with the defense of any such Claim; provided that counsel for the Claim (other than attorneysʼ fees and costs incurred without the Indemnifying Party, who shall conduct the Partyʼs consent after it has accepted defense of such Claim, shall be approved by the Indemnified Party ); and (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded iii) all amounts that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party agreed to pay to any third party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure settlement of any Indemnified Claims arising under this Section 9 (Third-Party to give notice as provided herein shall not relieve Claims) and settled by the Indemnifying Party of or with its obligations under this Agreement unless the approval. The Indemnifying Party is materially prejudiced thereby. No Indemnifying Partyshall not, in without the investigation relevant applicable Indemnified Partiesʼ prior written consent, agree to any settlement on behalf of such Indemnified Parties which includes either the obligation to pay any amounts, or defense any admissions of liability, whether civil or criminal, on the part of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such ClaimParties.

Procedures. Each (a) A party entitled 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 indemnification the party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the Third-Party Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Agreement Article VIII except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. (eachb) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third-Party Claim that is exclusively for civil monetary damages at law pursuant to the terms of this Agreement, an "Indemnified Party") the Indemnifying Party shall give have the right, upon written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge within 15 days of any receipt of a Claim as Notice from the Indemnified Party in respect of such Third-Party Claim, to which indemnity may be sought, and shall permit assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any such Claim; provided Third-Party Claim for equitable or injunctive relief or any claim that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld)would impose criminal liability or damages, and the Indemnified Party may participate shall have the right to defend, at the expense of the Indemnifying Party (provided that the Indemnifying Party has acknowledged its obligation to indemnify the Indemnified Party), any such Third-Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third-Party Claim within the time period and otherwise in such defense at such party's expense (unless accordance with the first sentence of this Section 8.4(b), the Indemnified Party shall have reasonably concluded that there may be a conflict the sole right to assume the defense of interest between and to settle such Third-Party Claim. If the Indemnifying Party and assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in such actionthe defense thereof, in which case but the fees and expenses of one such counsel for all Indemnified Parties 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 provided further that the failure of any Indemnified Party reasonably determines that representation by counsel to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless both the Indemnifying Party is materially prejudiced therebyand such Indemnified Party may present such counsel with a conflict of interest. No If the Indemnifying Party, in Party assumes the investigation or defense of any such Claim Third-Party Claim, the Indemnified Party shall, except 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 each the Indemnified Party (which consent shall not be unreasonably withheld or delayed)Party, consent to entry of any judgment or enter into any settlement or compromise which 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 to of such Claim. Each Third-Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall furnish deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information regarding itself or with respect thereto as the Claim in question as an Indemnifying Party may reasonably request request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII. If the Indemnifying Party does not notify the Indemnified Party within ten days following its receipt of a Claim Notice in writing and as respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be reasonably conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) The indemnification required hereunder shall be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith. (e) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (f) Notwithstanding the provisions of Section 10.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third-Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the investigation matters alleged therein and defense of agrees that process may be served on each Indemnifying Party with respect to such Claimclaim anywhere.

Procedures. Each party In the event any demands or claims are asserted against an Indemnified Party or any actions, suits or proceedings are commenced against an Indemnified Party for which Seller is obligated to indemnify an Indemnified Party under this Section, then the Indemnified Party shall give timely notice thereof to Seller in order to permit Seller the necessary time to evaluate the merits of such demand, claim, action, suit or proceeding and defend, settle or compromise the same so that Seller's interests are not materially prejudiced. Within 10 business days after such notice, Seller shall assume the defense thereof with counsel chosen by Seller or its insurer and reasonably acceptable to the Indemnified Party. Seller shall not be liable for any costs or expenses incurred by an Indemnified Party in connection with any demand, claim, action, suit or proceeding for which Seller is obligated to indemnify the Indemnified Party under this Section, provided that Seller shall have assumed the defense thereof in accordance with this Section. The Indemnified Parties shall be entitled to indemnification under this Agreement participate in (each, an "Indemnified Party"but not control) shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge defense of any Claim as to which indemnity may be soughtsuch action, with its counsel and shall permit the Indemnifying Party to at its own expense. If Seller does not assume the defense of any such Claim; provided that counsel for claim or litigation resulting therefrom, (a) an Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the Indemnifying Partysame to Seller on such terms as such Indemnified Party may deem appropriate, who and (b) Seller shall conduct be entitled to participate in (but not control) the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees with its own counsel and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement or compromise which does not include an unconditional release of the Indemnified Party from all liability in respect to such Claim. Each Indemnified Party shall furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation and defense of such Claimown expense.

Procedures. Each party entitled to Claims for indemnification under this Agreement shall be asserted and resolved as follows: (each, a) If any Person who or which is entitled to seek indemnification under Section 8.2 (an "“Indemnified Party"”) receives notice of the assertion or commencement of any claim asserted against an Indemnified Party by a third party (“Third-Party Claim”) in respect of any matter that is subject to indemnification under Section 8.2, the Indemnified Party shall give notice promptly (i) notify the Party(ies) obligated to the party required to provide indemnification indemnify (the "“Indemnifying Party"”) promptly after such Indemnified of the Third-Party has actual knowledge of any Claim as and (ii) transmit to which indemnity may be sought, and shall permit the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third-Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party’s best estimate of the amount of Losses attributable to the Third-Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third-Party Claim at the Indemnifying Party’s sole cost and expense. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third-Party Claim (such election to be without prejudice to the right of the Indemnifying Party to dispute whether such claim is an indemnifiable Loss under this Article VIII), then the Indemnifying Party shall have the right to defend such Third-Party Claim with counsel selected by the Indemnifying Party (who shall be reasonably satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party in accordance with this Section 8.4(b). The Indemnifying Party shall have full control of such defense and proceedings, including any such Claimcompromise or settlement thereof; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and shall not enter into any settlement agreement without the Indemnified Party in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense written consent of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the investigation or defense of any such Claim shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed); provided further, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to entry all Indemnified Parties affected by the claim, (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any judgment business by, and does not contain an injunction or other equitable relief upon, the Indemnified Party or its Affiliates. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel to represent the Indemnified Party if the Indemnified Party is advised by outside counsel reasonably satisfactory to the Indemnifying Party that a conflict of interest exists that requires the Indemnified Party to be represented by separate counsel under the applicable rules of professional responsibility or if the court in which such Third-Party Claim is pending determines that a conflict of interest exists such that the Indemnifying Party’s counsel is prohibited by such court or otherwise unable to represent the Indemnified Party with respect to such Third-Party Claim or if there is one or more defenses that could be asserted by the Indemnified Party that could not be asserted by the Indemnifying Party or the Indemnifying Party’s counsel (on the Indemnified Party’s behalf), and, in the event the Indemnified Party has the right to employ separate counsel for the reasons set forth in this sentence, the reasonable expenses and fees of such separate counsel shall be paid by the Indemnifying Party. If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third-Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third-Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third-Party Claim controlled by the Indemnifying Party pursuant to this Section 8.4(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) Unless and until the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 8.4(b), the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third-Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third-Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third-Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or compromise which does delayed). The Indemnifying Party may participate in, but not include an unconditional release of control, any defense or settlement controlled by the Indemnified Party from all liability in pursuant to this Section 8.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Any claim by an Indemnified Party on account of Losses that does not result from a Third-Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. Each Such notice by the Indemnified Party shall furnish such information regarding itself or will describe the Direct Claim in question as an reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party may reasonably request will have a period of five (5) Business Days within which to respond in writing and to such Direct Claim. If the Indemnifying Party does not so respond within such period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party subject to the provisions of this Agreement. (e) Any indemnification payment made pursuant to this Agreement shall be reasonably required net of any insurance proceeds realized by and paid to the Indemnified Party in connection with the investigation and defense respect of such Claimclaim.