Common use of Procedures Clause in Contracts

Procedures. (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 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 Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; 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 releases the 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 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 XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Party.

Procedures. Any Person that may be 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 deliver give written notice thereof to the Seller or the Purchaser, as the case may be, Person obligated to indemnify it (the an “Indemnifying Party”), promptly after receipt by such Indemnified Party ) with reasonable promptness upon becoming aware of written notice of the Third-Party Claim, describing in reasonable detail the any claim or other facts giving rise to any upon which a claim for indemnification hereunder, will or is reasonably likely to be based; the amount or method of computation of the amount of notice shall set forth such claim (if known) and such other information with respect thereto as is then reasonably available to the Indemnifying Party may reasonably requestIndemnified Party. 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 right to undertake the defense of any such claim asserted by a third party with counsel reasonably satisfactory to the Indemnified Party within thirty (30) days after receipt of notice from and the Indemnified Party of the commencement of shall cooperate in such Third-Party Claimdefense and make available all records, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected materials and witnesses reasonably requested by the Indemnifying Party and in connection therewith at the Indemnifying Party’s expense. If the Indemnifying Party shall have assumed the defense of the claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; 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 settlebe 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 connection with the defense thereof. The Indemnifying Party shall not be liable for any claim settled without its consent, compromise which consent shall not be unreasonably withheld or discharge such Third-delayed. The Indemnifying Party Claim without shall obtain the prior written consent of the Indemnified Party prior to ceasing to defend, settling or otherwise disposing of any claim. In no event shall the indemnifying Party without notice to the other Party, unless such settlementinstitute, compromise settle 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 releases the 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 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 otherwise resolve any claim for indemnification hereunderor potential claim, the amount action 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Partyproceeding.

Procedures. (a) In order for case any claim is made, or any suit or action is commenced, against a Purchaser Indemnified Party or a Seller Indemnified Party (each, an the “Indemnified Party”) to in respect of which indemnification may be entitled to any indemnification provided for sought by it under this Agreement as a result of a Loss or a claim or demand made by any third Person against Article XVIII, the Indemnified Party (a “Third-shall promptly give the other Party Claim”), such Indemnified Party shall 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 thereof and 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 rightright to assume control of and defend, upon in the name of the Indemnified Party, any claim of which it has received such notice, by giving written notice to the Indemnified Party within thirty given not later than twenty (3020) days after receipt the delivery of the applicable notice from the Indemnified Party, to assume, at the Indemnifying Party’s expense, the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Indemnifying Party to such Indemnified Party of the commencement of such Third-Party Claim, its election so to assume the defense thereof at the expense of 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 counsel selected by the Indemnifying Party and reasonably satisfactory defense thereof, except to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the extent set forth in Section 18.3(b). (b) The Indemnified Party shall have the right to employ separate its own counsel and if the Indemnifying Party elects to participate in the defense thereofassume such defense, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided’s expense, that, if, unless (i) the employment of such counsel at the Indemnifying Party’s expense has been authorized in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and writing by the Indemnifying Party, (ii) the Indemnifying Party shall be responsible for the reasonable fees and expenses of one has not employed counsel to such Indemnified Party in connection with take charge of the defense within twenty (20) days after delivery of the applicable notice or, having elected to assume such defense. If the Indemnifying Party assumes the , thereafter ceases its defense of any Third-Party Claimsuch action, or (iii) the Indemnified Party shall has reasonably cooperate with the Indemnifying Party in such defense and make concluded that there may be defenses available to it which are different from or additional to those 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, which case the Indemnifying Party shall not settlehave 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 discharge action against the Indemnified Party in respect of which payments may be sought by the Indemnified Party hereunder, and (i) the Indemnifying Party may settle or compromise any such Third-claim, suit or action solely for the payment of money damages for which the Indemnified Party Claim 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, unless which consent shall not be unreasonably withheld (it being agreed that any failure of an Indemnified Party to consent to any settlement or compromise involving relief other than monetary damages shall not be deemed to be unreasonably withheld), and (ii) the Indemnified Party may not settle or compromise any such settlementclaim, compromise suit or discharge action without the prior written consent of such Third-Party Claim by its terms obligates the Indemnifying Party Party, which consent shall not be unreasonably withheld and the Indemnifying party will have no obligation to pay the full monetary amount of the Liability in connection with any such Third-Party Claim, and releases settlement or compromise entered into by the 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. (cd) In the event any Indemnified Party should have a claim against an The Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, shall promptly notify 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 desires not to provide such noticeassume, 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 or participate in the investigationdefense of, defense and resolution of such matters and providing legal and business assistance with respect to such mattersany third party claim, in each case, to the extent reasonably required by the Indemnifying Partysuit or action.

Procedures. The party seeking indemnification under Section 10.02 (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an the “Indemnified Party”) agrees 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 deliver give prompt notice thereof to the Seller or the Purchaser, as the case may be, party against whom indemnity is sought (the “Indemnifying Party”), promptly after receipt by such Indemnified Party of written notice ) of the Third-assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying 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 that the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that such failure shall have adversely affected the Indemnifying Party is actually prejudiced by such failureParty. (b) An a. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and be entitled to participate in the defense thereofof any Claim asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. b. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, 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. The fees and expenses of such separate counsel shall be at the expense of paid by the Indemnified Party; provided, that, if, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between . The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by 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 releases the 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 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, which consent shall not release be unreasonably withheld, delayed or conditioned. c. Each party shall cooperate, and cause their respective Affiliates to cooperate, in the Indemnifying defense or prosecution of any Third Party from any of its obligations under this Article XI except Claim and shall furnish or cause to the extent that the Indemnifying Party is prejudiced by be furnished such failurerecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. The Indemnified Party shall reasonably cooperate and assist keep the Indemnifying Party in determining fully informed of the validity defense of any claim for indemnity Third Party Claim conducted by the such Indemnified Party. d. Each Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing use reasonable access efforts to and copies of informationcollect any amounts available under insurance coverage, records and documents relating or from any other Person alleged to such mattersbe responsible, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters, in each case, to the extent reasonably required by the Indemnifying Partyfor any Damages payable under Section 10.02.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party The party seeking indemnification under Section 12.02 (each, an the “Indemnified Party”) agrees 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 deliver give prompt notice thereof to the Seller or the Purchaser, as the case may be, party against whom indemnity is sought (the “Indemnifying Party”), promptly after receipt by such Indemnified Party of written notice ) of the Third-assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying 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 that the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that such failure shall have adversely prejudiced the Indemnifying Party is actually prejudiced by such failureParty. (b) An The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and be entitled to participate in the defense thereofof any Claim asserted by any third party (“Third Party Claim”) and, but subject to the fees and expenses limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel shall be at the expense of the Indemnified Party; provided, that, iffor such defense, in each case at its expense; provided that Limited Brands or its Affiliates shall control the reasonable opinion of defense of, and appoint the lead counsel for in connection with, the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, Retained Litigation. (c) If the Indemnifying Party shall be responsible for assume the reasonable fees and expenses control of one counsel to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Third Party Claim, the Indemnified Party shall reasonably cooperate Claim in accordance with the Indemnifying Party in such defense and make available to the Indemnifying Party such witnessesprovisions of this Section 12.03, 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, (i) the Indemnifying Party shall not settle, compromise or discharge such Third-Party Claim without obtain the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld, unless such settlement, compromise conditioned or discharge delayed) before entering into any settlement of such Third-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 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 terms obligates loss after the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, and releases has paid the Indemnified Party completely under any indemnification provision of this Agreement in connection with such Third-Party Claim. Whether or not the Indemnifying Party assumes the defense respect of a Third-Party Claimthat loss, 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 must notify the Indemnifying Party’s prior written consent. (c) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly and pay to the Indemnifying PartyParty the extent of the value of the benefit (or, describing in reasonable detail the facts giving rise to any claim for indemnification hereunderif less, 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required loss previously paid by the Indemnifying Party) to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (f) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party Any Person desiring indemnification under this Article VII and entitled thereto (each, an “Indemnified Party”) shall, promptly upon becoming aware thereof, give written notice thereof to be entitled the Party obligated to any indemnification indemnify such Indemnified Party (such notified Party, the “Responsible Party”); provided for under 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. 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 as upon which such claim is based, all with reasonable particularity. (b) If a result of claim, action, suit or Proceeding by a Loss or Person other than a claim or demand made by any third Person against the Indemnified 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 deliver notice thereof to promptly notify the Seller or the Purchaser, as the case may be, (the “Indemnifying Party”), promptly after receipt by such Indemnified Responsible Party of written notice of such claims; provided that 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, so notify shall not release relieve the Indemnifying Responsible Party from any of its obligations under this Article XIhereunder, except to the extent that the Indemnifying Responsible Party is actually prejudiced by such failurethereby. (bc) An Indemnifying With respect to any Third-Party Claim, the Responsible Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of such notice from the Indemnified Party of the commencement of (or such Third-Party Claim, shorter period as an answer or response is required in any Proceeding) to assume the defense thereof conduct and control, at the expense of the Indemnifying Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel selected chosen by the Indemnifying such Indemnified Party and reasonably satisfactory to 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: (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 Indemnifying Indemnified Party assumes the control of the defense of such Third-Party ClaimClaim because the Third-Party Claim meets one or more of the Litigation Control Conditions, the Indemnified Party shall have the right to employ separate counsel and to participate in assume control of the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified PartyThird-Party Claim but shall not thereby waive any right to indemnification therefor pursuant to this Agreement; provided, thathowever, 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, that the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available not consent to the Indemnifying Party such witnesses, pertinent records, materials and information in the Indemnified Party’s possession an entry of judgment 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 settle such Third-Party Claim without the prior written consent of the Indemnified Responsible Party, unless such settlementwhich shall not be unreasonably withheld. The Responsible Party shall, compromise or discharge of such Third-Party Claim by its terms obligates the Indemnifying Party if it agrees and is reasonably expected to be able to pay the full amount thereof, be permitted independently to consent to an entry of judgment or settle any Third-Party Claim, provided that (i) the Responsible Party pays in full all monetary amounts due under the settlement, (ii) the settlement does not impose any non-monetary relief or future obligation on the Indemnified Party, and (iii) the settlement does not contain any findings of fact or an admission of liability of guilt on the part of the Liability Indemnified Party. (d) Any Indemnified Party shall cooperate in all reasonable respects with the Responsible Party and its attorneys in the investigation, trial and defense of any Third-Party Claim and any appeal arising therefrom and, at the expense of the Responsible Party, shall furnish such books, records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with therewith. Such cooperation shall include access during normal business hours afforded to the Responsible Party and its agents and representatives to, and reasonable retention by the Indemnified Party of, books, records and information which have been identified by the Responsible Party as being reasonably relevant to such Third-Party Claim, and releases the Indemnified Party completely in connection with such Third-Party Claim. Whether or not the Indemnifying Party assumes the defense of making employees available on 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 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 mutually convenient basis 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate additional information and assist the Indemnifying Party in determining the validity explanation of any claim for indemnity by the Indemnified Party 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 matters, in each case, to the extent reasonably required by the Indemnifying Partymaterial provided hereunder.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party 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 entitled sought, and shall permit the Indemnifying Party to assume the defense of any indemnification such Claim; provided that counsel for under this Agreement as a result the Indemnifying Party, who shall conduct the defense of a Loss or a claim or demand made such Claim, shall be approved by any third Person against the Indemnified Party (a “Third-Party Claim”whose approval shall not unreasonably be withheld), such Indemnified Party shall 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 Indemnified Party within thirty may participate in such defense at such party's expense (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the right to employ separate counsel Indemnifying Party and to participate the Indemnified Party in the defense thereofsuch action, but in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnified Indemnifying Party; provided), that, if, in and provided further that the reasonable opinion failure of counsel for the Indemnified Party, there is a conflict of interest between the any Indemnified Party and the Indemnifying Party, to give notice as provided herein shall not relieve 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 releases the 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 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 XI except to the extent that Agreement unless the Indemnifying Party is materially prejudiced by thereby. No Indemnifying Party, in the investigation or defense of any such failureClaim 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 Indemnifying Party from all liability in respect to such Claim. The Each Indemnified Party shall reasonably cooperate and assist furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in determining writing and as shall be reasonably required in connection with the validity of any claim for indemnity by the Indemnified Party investigation 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 matters, in each case, to the extent reasonably required by the Indemnifying PartyClaim.

Procedures. Each party entitled to indemnification under this Section 6 (athe "Indemnified Party") In order for a Purchaser shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party or a Seller Indemnified has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (each, an “Indemnified Party”) to be entitled to assume the defense of any indemnification provided for under this Agreement as a result of a Loss or a such claim or demand made any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by any third Person against the Indemnified Party (a “Third-Party Claim”whose approval shall not unreasonably be withheld), such and the Indemnified Party shall deliver notice thereof to may participate in such defense at such party's expense, and provided further that the Seller or the Purchaser, as the case may be, (the “Indemnifying Party”), promptly after receipt by such failure of any Indemnified Party of written to give 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 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 Article XI, except Agreement unless the failure to the extent give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further that the Indemnifying Party is actually prejudiced by such failure. (b) An Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to not assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory for matters as to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, in the reasonable opinion of counsel for the Indemnified Party, which there is a conflict of interest between the Indemnified Party or separate and the different defenses. No Indemnifying Party, in the Indemnifying Party shall be responsible for defense of any such claim or litigation, shall, except with the reasonable fees and expenses consent of one counsel each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party 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 releases the 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 be collected release from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly to the Indemnifying Party, describing all liability 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Partyclaim or litigation.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified A Party (each, an “the "Indemnified Party”") with respect to be entitled to any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made for indemnification by any third Person against the Indemnified such Party (a “Third-"Third Party Claim”)") shall give notice (the "Claim Notice") of such Loss, such Indemnified Party shall deliver notice thereof claim or demand to the Seller or the Purchaser, as the case may be, Party from whom such Claim is made (the “"Indemnifying Party”), promptly ") with reasonable promptness after the Indemnified Party's receipt by such Indemnified Party of written notice of the Third-Third Party Claim, describing Claim and shall provide the Indemnifying Party with such information 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 connection therewith as the Indemnifying Party may reasonably request. The However, the failure to provide such notice, however, give notice of a Claim Notice shall not release the Indemnifying Party from any of its obligations under this Article XI, VII except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. (b) An If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party 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 have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, be entitled to assume the defense thereof at the expense of the Indemnifying such Third Party Claim with counsel selected by the Indemnifying Party at its own expense (without reference to any limitations on indemnification hereunder) and reasonably 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 for equitable or injunctive relief or any claim that could impose criminal liability or indemnification and the Indemnified Party shall be entitled to defend any such Third Party Claim, at the Indemnifying Party's expense. The Indemnifying Party shall be responsible for the fees and expenses of the counsel retained by the Indemnified Party due to any failure of the Indemnifying Party to assume the defense of the Third Party Claim. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim during the Term or as provided in the first sentence of this Section 7.4 (b), then the Indemnified Party shall have the sole right to assume the defense of and settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third-Third Party Claim, the Indemnified Party shall have the right to employ separate retain its own counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, Party unless (i) the employment of such counsel shall be expressly authorized in writing by the Indemnifying Party or (ii) the parties named in the reasonable opinion of counsel for the Indemnified Third Party Claim (including any Sued Party, there is a conflict of interest between ) include both the Indemnified Party and the Indemnifying Party, Party and representation of both the Indemnifying Party shall be responsible for by the reasonable fees and expenses Indemnifying Party's counsel could result in a conflict of one counsel interest with respect to such Indemnified Party in connection with such defensecounsel. If the Indemnifying Party assumes the defense of any Third-Third Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense defense, at the reasonable request and expense of the Indemnifying Party, and make available to the Indemnifying Party such all witnesses, pertinent records, materials and information in the Indemnified Party’s 's possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party's control. If the Indemnifying Party assumes the defense of any Third-Third Party Claim, the Indemnifying Party shall not settlemay not, compromise or discharge such Third-Party Claim without the prior written consent of the Indemnified Party, unless enter into any settlement or compromise, or consent to entry of any judgment, if such settlement, compromise or discharge judgment (i) involves a discovery or admission of such Third-Party Claim wrongdoing, (ii) does not include an unconditional written release by its terms obligates the Indemnifying Party to pay the full amount claimant or plaintiff of the Liability in connection with Indemnified Party of all liability related to such Third-Third Party Claim, and releases or (iii) impose equitable relief or any obligation on the Indemnified Party completely in connection with such Third-Party Claim. Whether or not other than the Indemnifying Party assumes the defense payment only of a Third-Party Claim, money damages for which 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 consentwill be indemnified hereunder. (c) In the event any An Indemnified Party should have seeking indemnification with respect to a Loss or claim against an Indemnifying Party hereunder that does not involve or demand under this Agreement (a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party"Direct Claim") shall, the Indemnified Party shall deliver notice with reasonable promptness after becoming aware of such claim promptly to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereundersuch Direct Claim, give the amount or method of computation of the amount Indemnifying Party notice of such Loss or claim (if known) or demand and provide the Indemnifying Party with such other information with respect thereto regarding such Loss or claim or demand as the Indemnifying Party may reasonably request. The failure to provide such noticedeliver a notice of claim, however, shall will not release the Indemnifying Party from any of its obligations under this Article XI VII except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party shall reasonably cooperate failure and assist will not relieve the Indemnifying Party in determining from any other obligation or liability that it may have to the validity Indemnified Party or pursuant to the terms of any this Article VII. 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 indemnity 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 in otherwise resolving such matters. Such assistance and cooperation the Indemnifying Party shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in pay the investigation, defense and resolution amount of such matters and providing legal and business assistance 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, the Indemnifying Party shall promptly pay such lesser amount to the Indemnified Party, without prejudice to or representing a waiver of the Indemnified Party's claim for any deficiency. (d) The Indemnifying Party 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 matters, action or the matters asserted therein and agrees that process may be served upon each Indemnifying Party in each case, to the extent reasonably required by the Indemnifying Partyrespect of such Claim anywhere.

Procedures. (a) In order for a Purchaser Indemnified Party The Adimab Indemnitees 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 deliver notice thereof to the Seller or the PurchaserMersana Indemnitees, as the case may be, will (a) provide the “Indemnifying Party”), promptly after receipt by such Indemnified indemnifying Party of with prompt written notice of any Third Party Claim giving rise to an indemnification obligation hereunder, (b) permit the Third-indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such Third Party Claim, describing (c) provide reasonable assistance in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount defense of such claim at the indemnifying Party’s reasonable expense, and (if knownd) and not compromise or settling such other information with respect thereto as Third Party Claim without the Indemnifying Party may reasonably request. The failure to provide such noticeindemnifying Party’s advance written consent; provided, however, that no delay on the part of the indemnified Party in notifying the indemnifying Party shall not release relieve the Indemnifying indemnifying Party from any of its obligations under this Article XI, except obligation hereunder unless (and then only to the extent that that) the Indemnifying indemnifying Party is actually prejudiced by such failure. (b) An Indemnifying thereby. Notwithstanding the foregoing, if the indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt does assume control of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-the Third Party Claim, the Indemnified indemnifying Party shall have the right will not agree to employ separate counsel and to participate in the defense thereof, but the fees and expenses any settlement of such counsel shall be at the expense Third Party Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party; provided, that, if, in indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified 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 indemnified Party, unless such settlement, compromise or discharge of such Third-Party Claim by its terms obligates . If the Indemnifying Party Parties cannot agree as to pay the full amount application of the Liability in connection with such Third-foregoing Sections 10.1 and 10.2, each may conduct separate defenses of the Third Party Claim, and releases each Party reserves the Indemnified Party completely right to claim indemnity from the other in connection accordance with such Third-this ARTICLE 10 upon the resolution of the underlying 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 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 XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Party.

Procedures. (a) In order for If any third party shall assert any claim against a Purchaser Indemnified Party GHS, The Learning Annex 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 deliver notice thereof to the Seller or the PurchaserShareholder, as the case may be, which, if successful, would entitle the such person to indemnification under Section 12(a) or (b), as the case may be, such person (the “Indemnifying Party”), promptly after receipt by such Indemnified Party of written "INDEMNIFIED PARTY") shall give a 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 to the party from whom it intends to seek indemnification (if knownthe "INDEMNIFYING PARTY") 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 Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel 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 it does not have an indemnification obligation with respect thereto. In addition, the Indemnifying Party shall have the right to participate in the defense thereof, but the fees and expenses of such counsel shall be claim at the expense of the Indemnified Party; provided, that, ifits expense, 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, which case (i) the Indemnified Party shall reasonably cooperate in providing information to and consulting with the Indemnifying Party in such defense about the claim; and make available to the Indemnifying Party such witnesses, pertinent records, materials and information in (ii) 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 consent to the entry of judgment or discharge such Third-Party Claim enter into any settlement without the prior written consent of the Indemnified Indemnifying Party, unless such settlement, compromise which consent shall not be unreasonably withheld 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 releases delayed. If the Indemnified Party completely in connection with such Third-Party Claim. Whether or does not the Indemnifying Party assumes assume the defense of a Third-Party Claimany such 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 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 defend against or settle such claim in such manner and on such terms as it in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate and shall be entitled to provide such noticeindemnification in respect thereof in accordance with Section 12(a) or (b), however, shall not release as the Indemnifying Party from any of its obligations under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Partycase may be.

Procedures. (a) In order for a Purchaser 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 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 party (a “Third-Third Party ClaimProceeding”), such Indemnified Party . The notice shall 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 describe in reasonable detail the facts giving rise to any claim for indemnification hereundernature of the claim, the amount or method of computation 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. (b) 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, then the Indemnified Party shall give notice of such claim proceeding to the Indemnifying Party within ten (if known10) and days after receipt of written notice thereof from such other information with respect thereto as 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 reasonably requestassume the defense of any such Third Party Proceeding by notice to the Indemnified Party no later than five (5) Business Days prior to the date by which an answer or other response to the Third Party Proceeding is required to be made. The Any failure by either party to provide such notice, however, shall give the requisite notice within the time specified in this Section 9.3(b) will not release relieve the Indemnifying Party from any of its obligations under the obligation to indemnify the Indemnified Party or the obligation of the Indemnified Party to allow the Indemnifying Party to defend pursuant to this Article XI, Section 9.3(b) except to the extent that the Indemnifying defense of any Third Party Proceeding is actually materially prejudiced by such failurethe delay. (bc) An Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of a Third Party Proceeding pursuant to Section 9.3(b), then the Indemnifying Party may defend and conduct any proceedings or negotiations in connection with the 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-Third Party ClaimProceeding 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 Third 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 employ separate counsel and to participate in the defense thereof, but of any Third Party Proceeding related to any indemnified Losses where the fees defense has been and expenses of such counsel shall continues to 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 assumed by 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 at the Indemnified Party’s possession or under sole cost and expense and the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense costs and expenses of any Third-Party Claim, the Indemnifying Party that participation 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 be Losses subject to pay the full amount of the Liability in connection with such Third-Party Claim, and releases the 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 consentindemnification. (cf) In Notwithstanding anything to the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Partycontrary contained in this Agreement, the Indemnified Party procedures for all Tax Proceedings 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 be governed exclusively by Section 7.2(h) (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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying PartySection 9.3).

Procedures. (a) In order for a Purchaser Indemnified Party The party seeking indemnification under Section 10.02 or a Seller Indemnified Party Section 10.03 (each, an “the "Indemnified Party”") agrees 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”)give prompt written notice, such Indemnified Party shall deliver notice thereof but no later than 5 days after receipt thereof, to the Seller party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the Purchasercommencement of any suit, as action or proceeding ("Claim") in respect of which indemnity may be sought under such Section and will provide the case may be, (the “Indemnifying Party”), promptly after receipt by Party such Indemnified Party of written notice of the Third-Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as that 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 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 Third Party Claim in accordance with the provisions of this Section or Section 10.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of 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 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 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 provisions of Section 10.02 and Section 10.03, as 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 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, upon written notice in good faith, to determine all matters relating to the Indemnified utilization of any insurance policy of any Transferred Company in connection with the Claim or Third Party within thirty (30Claim and 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) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claimcontrary, the Indemnified Party shall have entitled to indemnification pursuant to the right provisions of Section 10.02 or Section 10.03 regardless of whether a claim under such insurance policies is pursued and regardless of whether any proceeds from such claim are collected. Buyer and Parent agree to employ separate counsel cooperate and take all reasonable actions necessary to participate in implement the defense thereof, but the fees and expenses of such counsel shall be at the expense intent of the Indemnified Party; providedprovisions set forth in this clause (e), that, if, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the 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 Indemnifying Party, the insurance benefits available to 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 contemplated 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 releases the 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 consentthis Section 10.04(e). (cf) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the 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 XI except to To the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party 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 reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Partygovern.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) In order for a Purchaser Indemnified Party If any Person entitled to seek indemnification under Section 10.2 or a Seller Indemnified Party Section 10.3 (each, 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 be entitled to any indemnification provided for under this Agreement as a result of a Loss Section 10.2 or a claim or demand made by any third Person against Section 10.3 the Indemnified Party shall promptly (a “Third-i) notify the Party Claim”), such Indemnified Party shall deliver notice thereof to the Seller or the Purchaser, as the case may be, against whom indemnification is sought (the “Indemnifying Party”), promptly after receipt by such Indemnified ) of the Third Party of Claim and (ii) transmit to the Indemnifying Party a written notice of the Third-Party Claim, (“Claim Notice”) describing in reasonable detail the facts giving rise nature of the Third Party Claim, a copy of all papers served with respect to any such claim for indemnification hereunder(if any), the amount or method of computation Indemnified Party’s best estimate of the amount of such claim (Damages attributable to the Third Party Claim, if known) , and such other information with respect thereto as the Indemnifying Party may reasonably requestbasis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to timely provide such notice, however, Claim Notice shall not release affect the Indemnifying Party from any right of its obligations under this Article XIthe Indemnified Party’s indemnification hereunder, except to the extent that (and then only to the extent) the Indemnifying Party is actually prejudiced by such failure. (b) An The Indemnifying Party shall have the right, upon written notice to the Indemnified defend a Third Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party Claim with counsel selected by the Indemnifying Party and (who shall be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim), the Indemnified Party shall have the right by all appropriate proceedings, to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be a final conclusion or settlement at the expense discretion 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 accordance with this Section 10.5(b). The Indemnifying Party shall have full control of such defense and make available to the Indemnifying Party such witnessesproceedings, 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 including any Third-Party Claim, the Indemnifying Party shall not settle, compromise or discharge such Third-Party Claim without settlement thereof; provided that the prior written consent of the Indemnified Party, unless Party shall be required with respect to any 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 releases settlement if (A) the Indemnified Party completely 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 connection any material respect or (C) such compromise or settlement does not fully and unconditionally release the Indemnified Party with respect to such Third-Third Party Claim. Whether or not If requested by the Indemnifying Party assumes the defense of a Third-Party ClaimParty, the Indemnified Party shall not admit any Liability with respect toagrees, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third-Party Claim without 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 Section 10.5(b), and the Indemnified Party 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 (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s prior written consentoutside counsel shall have reasonably concluded and advised in writing (with a copy to the Indemnifying Party) that there 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 that would make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. (c) In the event any Any claim by an Indemnified Party should have a claim against an Indemnifying Party hereunder on account of Damages that does not involve result from a Third-Third Party Claim being (a “Direct Claim”) must be asserted against or sought by giving the Indemnifying Party written notice thereof prior to be collected from such Indemnified Party, the expiration of the applicable survival period set forth in Section 10.1. Such notice by the Indemnified Party shall deliver notice of such claim promptly to describe the Indemnifying Party, describing Direct Claim in reasonable detail detail, include copies of all available material written evidence thereof and indicate the facts giving rise 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 any claim for indemnification hereunder, the amount or method of computation of the amount of respond in writing to such claim (if known) and such other information with respect thereto as Direct Claim. If the Indemnifying Party may reasonably request. The failure to provide does not so respond within such noticetwenty (20) Business Day period, however, shall not release the Indemnifying Party from any of its obligations under this Article XI except will be deemed to the extent that the Indemnifying Party is prejudiced by have rejected such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party claim, in determining the validity of any claim for indemnity by which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement. (d) Any indemnification payment made pursuant to this Agreement shall be net of any insurance proceeds realized by and paid to the Indemnified Party 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 respect of such matters and providing legal and business assistance with respect to such matters, in each case, to the extent reasonably required by the Indemnifying Partyclaim.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party The party seeking indemnification under this Article 10 (each, an the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be entitled to sought (the “Indemnifying Party”) of the assertion of any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made the commencement of any suit, action or proceeding by any third Person against the Indemnified Party party (a “Third-Party Claim”), ) in respect of which indemnity may be sought under such Indemnified Party section. Such notice shall 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 set forth in reasonable detail the facts giving rise to any claim and circumstances of such Third-Party Claim and the basis for indemnification hereunder, in respect thereof (taking into account the amount or method of computation information then available to the Indemnified Party). The failure of the amount of such claim (if known) and such other information with respect thereto as Indemnified Party to so notify the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release relieve the Indemnifying Party from any of its obligations under this Article XIhereunder, except to the extent that such failure has prejudiced the Indemnifying Party is actually prejudiced by such failureParty. (b) An The Indemnifying Party shall shall, subject to the limitations set forth in this Section 10.03, have the right, upon written notice to the Indemnified Party, to assume the defense of any Third-Party within thirty (30) days after receipt of notice from Claim at the Indemnified Party expense of the commencement Indemnifying Party, with counsel selected by the Indemnifying Party. If the Indemnifying Party does not so elect to assume the defense of such Third-Party Claim, the Indemnified Party shall have the sole right to assume the defense thereof at the expense of the Indemnifying such Third-Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified PartyClaim. 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; provided, that, if, or (ii) in the reasonable opinion judgment of counsel for the Indemnified Party’s counsel, there is the representation of both the Indemnifying Party and such Indemnified Party by the same counsel would present such counsel with a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses under applicable standards of one counsel to such Indemnified Party in connection with such defense. professional conduct. (c) If the Indemnifying Party assumes the control of the defense of any Third-Party ClaimClaim in accordance with the provisions of this Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall reasonably cooperate with the Indemnifying Party in not be unreasonably withheld, delayed or conditioned) before entering into any settlement of 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, if the Indemnifying settlement (A) does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim, (B) imposes injunctive, equitable relief or any obligation on the Indemnified Party or any of its Affiliates other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder, (C) involves a finding or admission of wrongdoing or violation of Applicable Law by the Indemnified Party, (D) encumbers the assets of the Indemnified Party or imposes any restriction or condition that would apply to or adversely affect the Indemnified Party or (E) reasonably could be expected to have a material adverse effect on the Taxes of Parent, the Surviving Corporation or their respective Affiliates for a taxable period or portion thereof beginning after the Closing Date. The Indemnified Party shall not settle, compromise or discharge such settle any 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 (which consent shall not be unreasonably withheld, delayed or conditioned). (d) Each party shall cooperate, and cause its Affiliates to pay cooperate, in the full amount defense or prosecution of the Liability in connection with such any Third-Party Claim, and releases the Indemnified Party completely 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 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 consenttherewith. (ce) In the event any an Indemnified Party should have has a claim for indemnity under this Article 10 against an the Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party(a “Direct Claim”), the Indemnified Party shall deliver agrees to give prompt notice of such claim promptly thereof in writing to the Indemnifying Party, describing . Such notice shall set forth in reasonable detail the facts giving rise to any claim and circumstances of such Direct Claim and the basis for indemnification hereunder, in respect thereof (taking into account the amount or method of computation information then available to the Indemnified Party). The failure of the amount of such claim (if known) and such other information with respect thereto as Indemnified Party to so notify the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release relieve the Indemnifying Party from any of its obligations under this Article XI hereunder, except to the extent that the Indemnifying Party is such failure shall have prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by 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. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party A party seeking indemnification (each, an the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement as a result in respect of, arising out of or involving a Loss or a claim or demand made by any third Person person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party ) shall deliver notice (a “Claim Notice”) in respect thereof to the Seller or the Purchaser, as the case may be, party against whom indemnity is sought (the “Indemnifying Party”), promptly ) with reasonable promptness after receipt by such Indemnified Party of written notice of the Third-Party Claim, describing in reasonable detail and shall provide the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of Indemnifying Party with such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request, to the extent such information is reasonably available. The failure to provide such noticedeliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article XI, VII except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. (b) An 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, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) 15 days after of receipt of notice a Claim Notice from the Indemnified Party of the commencement in respect of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim that (i) seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief, (ii) relates to or arises in connection with any criminal action, indictment, allegation or investigation, (iii) presents, under applicable standards of professional conduct, a conflict on any significant issue between the Indemnified Party and the Indemnifying Party or (iv) involves a material customer, supplier or distributor, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifying Party, any such Third-Party Claim. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third-Party Claim within the time period and otherwise in accordance with the first sentence of this Section 7.4(b), then the Indemnified Party shall have the sole right to assume the defense of and to settle such Third-Party Claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, then the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the reasonable opinion of counsel for Indemnifying Party or (ii) the Indemnified Party, there is a conflict of interest between named parties to the Third-Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party shall be responsible for of both the reasonable fees Indemnifying Party and expenses of one counsel to such Indemnified Party in connection may present such counsel with such defensea conflict of interest. If the Indemnifying Party assumes the defense of any Third-Party Claim, then the Indemnified Party shall reasonably shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party such 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 settlenot, compromise or discharge such Third-Party Claim without the prior written consent of the Indemnified Party, unless 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 discharge judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third-Party Claim by its terms obligates the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, and releases or (iii) imposes equitable remedies or any obligation on the Indemnified Party completely in connection with such Third-Party Claim. Whether or not other than solely the Indemnifying Party assumes the defense payment of a Third-Party Claim, money damages for which 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 consentwill be indemnified hereunder. (c) In the event any An Indemnified Party should have seeking indemnification in respect of, arising out of or involving a Loss or a claim against an Indemnifying Party or demand hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party (a “Direct Claim”) shall deliver notice of such claim promptly a Claim Notice in respect thereof to the Indemnifying PartyParty with reasonable promptness after becoming aware of facts supporting such Direct Claim, describing in reasonable detail and shall provide the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of Indemnifying Party with such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request, to the extent such information is reasonably available. The failure to provide such noticedeliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article XI VII except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party failure and shall reasonably cooperate and assist 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 made by prompt payment by the Indemnifying Party of the amount of actual Losses in determining connection therewith, as and when bills are received by the validity 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 for indemnity by the that an Indemnified Party 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 may have under this Agreement with respect to such matters, in Action or the matters alleged therein and agrees that process may be served on each case, Indemnifying Party with respect to the extent reasonably required by the Indemnifying Partysuch claim anywhere.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) In order for a Purchaser Indemnified Party Any Buyer Indemnitee or a Seller Indemnified Party Indemnitee claiming indemnification under this Agreement (each, an “Indemnified Party”) to be entitled with respect to any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made by any third Person asserted against the Indemnified Party by a third party (a “Third-Third Party Claim”), such Indemnified ) in respect of any matter that is subject to indemnification hereunder shall (i) notify the other Party shall deliver notice thereof to the Seller or the Purchaser, as the case may be, (the “Indemnifying Party”), promptly after receipt by such ) of the Third Party Claim within thirty (30) days of the date on which the Indemnified Party of written notice knows or should have known of the Third-Third Party Claim, and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation nature of the amount Third Party Claim, a copy of all papers served with respect to such claim (if known) any), the basis of the Indemnified Party’s request for indemnification under this Agreement and such other information with respect thereto as the Indemnifying Party may reasonably requestamount of the Damages estimated to arise therefrom. The Subject to Section 10.01, failure to timely provide such notice, however, Claim Notice shall not release affect the Indemnifying Party from any right of its obligations under this Article XIthe Indemnified Party’s indemnification hereunder, except to the extent that the Indemnifying Party is actually materially prejudiced by such failuredelay or omission. (b) An The Indemnifying Party shall have the rightright to defend any such Third Party Claim, upon written notice to the Indemnified Party within thirty fifteen (3015) days after of receipt of notice from the Indemnified Party of the commencement a Claim Notice in respect of such Third-Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim for equitable or injunctive relief or any claim that would impose criminal liability. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period or in accordance with the first sentence of this Section 9.03(b), the Indemnified Party shall have the right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third-Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, 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-Third Party Claim, the Indemnified Party shall reasonably shall, at the Indemnifying Party’s expense (but only if the Indemnified Party is actually entitled to indemnification hereunder), cooperate with the Indemnifying Party in such defense and and, at no cost to the Indemnifying Party, make available to the Indemnifying Party such 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-Third Party Claim, the Indemnifying Party shall not settlehave full control of such defense and proceedings, including any compromise or discharge such Third-settlement thereof; provided, however, that the Indemnifying Party Claim shall not enter into any settlement agreement without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, unless such settlementconditioned or delayed) unless, compromise or discharge in the case of such Third-Party Claim by its terms obligates the Indemnifying Party to pay the full amount being Seller or its Affiliates, such settlement agreement also covers in all material respects at least a part of the Liability Retained Business that is subject to the same Third Party Claim and the Business is treated in connection with 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 Third-settlement agreement. The Indemnified Party Claimmay 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 releases the Indemnified Party completely in connection shall bear its own costs and expenses with respect to such Third-Party Claim. Whether or not participation. (c) If the Indemnifying Party assumes is not defending the defense of a Third-Indemnified Party Claimpursuant 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 admit enter into any Liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, settlement of such Third-Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s prior written consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 11.03(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (cd) In the event any An Indemnified Party should have seeking indemnification in respect of, arising out of or involving a Damage or a claim against an Indemnifying Party or demand hereunder that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such Indemnified Party, Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party within 30 days of the date on which the Indemnified Party knows of the Direct Claim, and shall deliver notice of such claim promptly to provide 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 Party with such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such noticedeliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article XI VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party failure and shall reasonably cooperate and assist 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 determining respect of a Direct Claim that the validity of any claim for indemnity Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and in otherwise resolving such matters. Such assistance and cooperation the Indemnifying Party shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in pay the investigation, defense and resolution amount of such matters 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 providing legal Seller hereby covenant and business assistance with respect to such matters, in each caseagree that, to the extent reasonably required by there is a disagreement with respect to a Direct Claim, they shall endeavor to negotiate in good faith to arrive at a resolution of such disagreement. (e) Notwithstanding anything to the Indemnifying Partycontrary contained herein, Seller shall have the sole and absolute right to defend and control the defense of each of the matters set forth on Schedule 4.10, and such right to defend and control shall not be subject to the requirements or limitations otherwise set forth in this Section 10.03 in respect of Third Party Claims.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party The party seeking indemnification under Section 6.01 (each, an the “Indemnified Party”) shall give prompt notice in writing to the Party against whom indemnity is 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 deliver notice thereof to the Seller or the Purchaser, as the case may be, sought (the “Indemnifying Party”), promptly after receipt by such Indemnified Party of written notice ) of the Third-assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, describing ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the facts giving rise to any claim basis for indemnification hereunder, (taking into account the amount or method of computation of information then available to the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably requestIndemnified Party). The failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that such failure shall have materially and adversely prejudiced the Indemnifying Party is actually prejudiced by such failureParty. (b) An 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 defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for the rightalleged 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, upon misappropriation or other violation of any third-party Intellectual Property Right shall be solely controlled by Pernix, who will act under and at the 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 defense 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 such separate counsel shall be borne by Pernix. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the 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). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after following the receipt of a written notice from with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party of the commencement of for any Damages with respect to such Third-Party Claimclaim, to assume the defense thereof at the expense such Damages shall be conclusively deemed a liability of the Indemnifying Party with counsel selected by and the Indemnifying Party and reasonably satisfactory shall promptly pay to the Indemnified PartyParty any and all Damages arising out of such claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, in the reasonable opinion of counsel has timely disputed its indemnity obligation 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 releases the 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 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 XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 Damages with respect to such mattersclaim, the Parties shall proceed in each casegood faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by binding arbitration pursuant to the extent reasonably required by the Indemnifying Partyterms set forth in ‎Section 8.07.

Procedures. Any party seeking indemnification under Sections 8.02, 9.02, and 11.02 (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an the “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 deliver give prompt notice thereof to the Seller or the Purchaser, as the case may be, party against whom indemnity is sought (the “Indemnifying Party”), promptly after receipt by such ) of the assertion of any Third Party Claim; provided that no delay on the part of the 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 notifying the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release relieve the Indemnifying Party from of any of its obligations under this Article XIliability or obligation hereunder, except to the extent that the Indemnifying Party is actually has been prejudiced by such failure. (b) An thereby. The Indemnifying Party shall have may, and at the right, upon written notice to request of the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claimshall, to assume participate in and control the defense thereof of any Third Party Claim at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Partyits own expense. If the Indemnifying Party assumes the defense control of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, 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-Third Party Claim, the Indemnifying Party shall not settlebe liable under Sections 8.02, 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 9.02 and 11.02 for any settlement effected by its terms obligates the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, and releases the Indemnified Party completely in connection with such Third-without its consent of any Third Party Claim. Whether or not Notwithstanding the foregoing, if the Indemnifying Party assumes the defense of a Third-Third Party Claim, Claim and if 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-later determines in good faith that a Third Party Claim without is likely to materially adversely affect it or its business in a manner that may not be adequately compensated by the Indemnifying Party’s prior written consent. (c) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Partymoney damages, then the Indemnified Party shall deliver may, by written notice of such claim promptly to the Indemnifying Party, describing in reasonable detail assume the facts giving rise exclusive right to any claim for indemnification hereunderdefend, compromise, or settle such claim. If 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate so assume the exclusive right to defend, compromise, or settle such claim, all attorneys’ fees and assist the Indemnifying Party in determining the validity of any claim for indemnity other expenses incurred by the Indemnified Party 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 investigationdefense, defense and resolution compromise or settlement of such matters claim shall be at the Indemnified Party’s expense and providing legal and business assistance with respect shall not be eligible for indemnification from the Indemnifying Party, but the Indemnifying Party shall be entitled to such matters, in each case, to the extent reasonably required be indemnified by the Indemnifying PartyParty 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 third party suit, action or proceeding shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party The party seeking indemnification under Section 9.02 (eachthe "INDEMNIFIED PARTY") agrees to give prompt written notice, 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”)but no later than 5 days after receipt thereof, such Indemnified Party shall deliver notice thereof to the Seller party against whom indemnity is sought (the "INDEMNIFYING PARTY") of the assertion of any claim, or the Purchasercommencement of any suit, as action or proceeding ("CLAIM") in respect of which indemnity may be sought under such Section and will provide the case may be, (the “Indemnifying Party”), promptly after receipt by Party such Indemnified Party of written notice of the Third-Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as that 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 The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and be entitled to participate in the defense thereofof, but 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 fees and expenses of such counsel limitations set forth in this Section or Section 9.04, shall be at the expense of the Indemnified Party; provided, that, ifentitled to control and appoint lead counsel for such defense, in each case at its expense subject to the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party deductible and the Indemnifying Party, maximum liability described in Section 9.02. (c) If the Indemnifying Party shall be responsible for assume the reasonable fees and expenses control of one counsel to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Third Party Claim, the Indemnified Party shall reasonably cooperate Claim in accordance with the Indemnifying Party in such defense and make available to the Indemnifying Party such witnessesprovisions of this Section or Section 9.04, 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, (i) the Indemnifying Party shall not settle, compromise or discharge such Third-Party Claim without obtain the prior written consent of the Indemnified Party, unless such settlement, compromise or discharge Party (which shall not be unreasonably withheld) before entering into any settlement of such Third-Third Party Claim by its terms obligates if the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, and releases settlement does not release the Indemnified Party completely in connection from all liabilities and obligations with respect to such Third-Third Party Claim. Whether Claim or not if the Indemnifying settlement imposes injunctive or other equitable relief against the Indemnified Party assumes the defense of a Third-Party Claim, and (ii) the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer be entitled to settle, compromise or discharge, participate in the defense of such Third-Third Party Claim without and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnifying Indemnified Party’s prior written consent. (cd) In Each party shall cooperate, and cause their respective Affiliates to cooperate, in the event defense or prosecution of any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Third Party Claim being asserted against (including any counterclaims filed by Seller) and shall provide access to properties and individuals as reasonably requested and furnish or sought cause to be collected from furnished records, information and testimony, and attend such Indemnified Partyconferences, 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 deliver notice 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 timing, or increase the cost, 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 obligations 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 party under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Party9.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party Any Person seeking indemnification under Section 6.2 (each, an “the "Indemnified Party”") agrees 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 deliver give prompt written notice thereof to the Seller or the Purchaser, as the case may be, party against whom indemnity is sought (the “"Indemnifying Party”), promptly after receipt by such Indemnified Party of written notice ") of the Third-assertion of any claim that does not involve a Third Party Claim, describing which notice shall describe in reasonable detail the facts giving rise to any claim for indemnification hereundernature of the claim, the amount or method of computation an estimate of the amount of damages attributable to such claim (if known) to the extent feasible and such other information with respect thereto as the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 7.9. (b) If an Indemnified Party is notified of a Third Party Claim which may reasonably request. The give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that any failure to provide timely give such notice, however, notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article XI, 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 is actually prejudiced by such failureParty. (bc) An Any Indemnifying Party shall have may, and at the right, upon written notice to request of the Indemnified Party within thirty (30) days after receipt of notice from shall, participate in and control the Indemnified Party defense of the commencement of such Third-Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party Claim with counsel selected by the Indemnifying Party and of its choice reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party; provided, that, if, in (ii) the reasonable opinion of Indemnifying Party failed to assume the defense and employ counsel for 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, there is a conflict of interest between the Indemnified Party and . If requested by 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 agrees to cooperate with the Indemnifying Party and its counsel in such defense and make available to 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 witnessescounterclaim 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, pertinent recordslitigation or proceeding in respect of which indemnity may be sought hereunder, 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 provided that the Indemnifying Party assumes will give the defense Indemnified Party reasonable prior written notice of any Third-Party Claim, such proposed settlement or compromise and will not consent to the Indemnifying Party shall not settle, compromise entry of any judgment or discharge such Third-enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnified Party, unless 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 settlement, compromise or discharge of such Third-Party Claim by its terms obligates cooperation. (d) If the Indemnifying Party fails to pay assume the full amount defense of a Third Party Claim within a reasonable period after receipt of written notice pursuant to the Liability in connection with such Third-Party Claimfirst sentence of subparagraph (c), and releases the Indemnified Party completely in connection with such Third-Party Claim. Whether or not if the Indemnifying Party assumes the defense of a Third-the Indemnified Party pursuant to subparagraph (c) but fails diligently to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings shall be promptly and vigorously prosecuted by the Indemnified Party to a final conclusion or settled. The Indemnified Party shall have full control of such defense and proceedings; provided that the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, settle such Third-Third Party Claim without the written consent of the Indemnifying Party’s prior written consent, 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. (ce) Notwithstanding the other provisions of this Section 6.3, if the Indemnifying Party disputes its potential liability to the Indemnified Party under this Section 6.3 and if such dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party shall not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 6.3 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all costs and expenses of the litigation concerning such dispute. If a dispute over potential liability is resolved in favor of the Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party in full for all costs of the litigation concerning such dispute. (f) After it has been determined, by acknowledgment, agreement, or ruling of court of law, that an Indemnifying Party is liable to the Indemnified Party under this Section 6, the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount of the Liability within ten business days of receipt by the Indemnifying Party of a notice reasonably itemizing the amount of the Liability but only to the extent actually paid or suffered by the Indemnified Party. (g) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Third Party Claim being asserted against or sought is brought in which the liability as between the Partnership and the Contributor is alleged to be collected from such Indemnified Partyjoint (it being agreed that any Third Party Claim related to a Pre-Closing Contingent Liability shall be deemed joint) or in which the entitlement to indemnification under this Section 6 has not been determined, the Indemnified Party Partnership and the Contributor shall deliver notice cooperate in the joint defense of such claim promptly Third Party Claim and shall offer to each other such assistance as may reasonably be requested in order to ensure the Indemnifying Party, describing in reasonable detail proper and adequate defense of any such matter. Such joint defense shall be under the facts giving rise to any claim for indemnification hereunder, the amount or method of computation general management and supervision of the amount party which is expected to bear the greater share of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such noticeliability, unless otherwise agreed; provided, however, that neither party shall settle or compromise any such joint defense matter without the consent of the other, which consent shall not release be unreasonably withheld or delayed. Any uninsured costs of such joint defense shall be borne as the Indemnifying Party from any 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 obligations under this Article XI except to the extent that the Indemnifying Party is prejudiced by costs incurred in connection with such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Partydefense.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) In order for a Purchaser Indemnified Party If any Person who or a Seller Indemnified Party which is entitled to seek indemnification under Section 10.2 (each, 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 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 Section 10.2, the Indemnified Party shall promptly (a “Third-Party Claim”), such Indemnified Party shall deliver notice thereof to i) notify the Seller or the Purchaser, as the case may be, party against whom indemnification is sought (the “Indemnifying Party”), promptly after receipt by such Indemnified ) of the Third Party of Claim and (ii) transmit to the Indemnifying Party a written notice of the Third-Party Claim, (“Claim Notice”) describing in reasonable detail the facts giving rise nature of the Third Party Claim, a copy of all papers served with respect to any such claim for indemnification hereunder(if any), the amount or method of computation Indemnified Party’s best estimate of the amount of such claim (if known) Losses attributable to the Third Party Claim and such other information with respect thereto as the Indemnifying Party may reasonably requestbasis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to timely provide such notice, however, Claim Notice shall not release affect the Indemnifying Party from any right of its obligations under this Article XIthe Indemnified Party’s indemnification hereunder, except to the extent that the Indemnifying Party is actually prejudiced by such failuredelay or omission. (b) An The Indemnifying Party shall have the right, upon written notice right to defend the Indemnified Party within thirty (30) days after receipt of notice from against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party of that the commencement of such Third-Indemnifying Party Claim, elects to assume the defense thereof at of the expense 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 and (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 compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably 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 all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any 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 assumes does not notify the defense of such Third-Indemnified Party Claimthat the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 10.3(b), then the Indemnified Party shall have the right to employ separate 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 and to participate in selected by the defense thereof, but the fees and expenses of such counsel Indemnified Party (who shall be at reasonably satisfactory to the expense of 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, thathowever, if, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between that the Indemnified Party and may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.3(c), and the Indemnifying Party shall be responsible for the reasonable fees bear its own costs and expenses of one counsel 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 connection with any event not later than 30 days after the Indemnified Party becomes aware of such defenseDirect Claim. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of five Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in does not so respond within 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 Claimfive Business Day period, the Indemnifying Party shall not settlewill be deemed to have rejected such claim, 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 releases which event the Indemnified Party completely in connection with will be free to pursue such Third-Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, remedies as may be available to the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer on the terms and subject to settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consentprovisions of this Agreement. (ce) In the event Any indemnification payment made pursuant to this Agreement shall be net of 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 insurance proceeds realized by and paid to be collected from such Indemnified Party, the Indemnified Party shall deliver notice in respect of such claim promptly claim, and the amount of any Loss shall take into account any net Tax benefits attributable to the Indemnifying Party, describing in reasonable detail the facts circumstance or event 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying PartyLoss.

Procedures. 9.3.1 A party (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an the “Indemnified Party”) that intends to be entitled to any claim indemnification provided for under this Agreement as a result of a Loss or a claim or demand made by any third Person against Section shall promptly notify the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall deliver notice thereof to the Seller or the Purchaser, as the case may be, other party (the “Indemnifying Party”), promptly after receipt ) in writing of any claim of a Third Party which may reasonably be expected to result in a claim for Damages (“Damage Claim”) by such the Indemnified Party. Notice by the 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 requestshall include a copy of the Third Party claim. 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 rightright to direct the defense, upon compromise or settlement of such claim with counsel selected by it, provided the Indemnifying Party gives written notice to the Indemnified Party of its election to do so within thirty twenty (3020) days after receipt of notice from in accordance with the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Partypreceding sentence. If the Indemnifying Party assumes 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) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such Third-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, the Indemnified Party and its counsel, if retained, shall have the right to employ separate counsel consult and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, in the reasonable opinion of cooperate with 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 defending against any such defense Third Party claim. Such cooperation shall include, without limitation, providing documents, making employees available for interviews, depositions and make available to the Indemnifying Party such witnesses, pertinent records, materials testimony 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 consultation on technical matters. 9.3.3 An Indemnifying Party shall not settleunder any circumstances, compromise or discharge such Third-Party Claim without the prior written consent of the Indemnified Party, unless such settlement, settle or compromise any claim or discharge consent to the entry of any judgment which might in any material way prejudice or adversely affect the Indemnified Party or its continued business activities and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect of such Third-claim, in form and substance reasonably satisfactory to the Indemnified Party. 9.3.4 Notwithstanding anything to the contrary contained herein, with respect to a Third Party Claim claim that can be settled by its terms obligates the payment of money, if a Third Party claim is made which the Third Party is unequivocally willing to settle but an Indemnified Party elects not to settle, then the Indemnifying Party shall not be liable hereunder, with respect to pay any Damage Claim arising from such Third Party claim, for more than the full amount which such Third Party at any time unequivocally agrees in writing to accept in payment or compromise of the Liability in connection with such Third-Party Claim, claim plus any related costs and releases the 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 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 XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity expenses incurred by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies as of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution date of such matters and providing legal and business assistance with respect to such matters, in each case, to the extent reasonably required by the Indemnifying Partyoffer of settlement.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified If any Party (each, an the “Indemnified Party”) receives notice of any Third Party Claim for which the other Party has an obligation 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 deliver notice thereof to the Seller or the Purchaser, as the case may be, indemnify (the “Indemnifying Party”), promptly after receipt by such the Indemnified Party of written notice of the Third-Party Claimshall, describing in reasonable detail the facts giving rise to any claim for indemnification hereunderas promptly as is reasonably possible, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as give the Indemnifying Party may reasonably request. The failure to provide notice of such noticeThird Party Claim; provided, however, that failure to give such notice promptly shall not release only relieve the Indemnifying Party from of any of its obligations under this Article XI, except indemnification obligation it may have hereunder to the extent that such failure diminishes the Indemnifying Party is actually prejudiced by such failure. (b) An Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense ability of the Indemnifying Party with counsel selected by the to respond to or to defend against such Third Party Claim. The Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have consult and cooperate with each other regarding the right response to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, 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-such Third Party Claim and the Indemnifying Party shall, upon its acknowledgment in writing of its obligation to indemnify, be entitled to and shall assume the defense or represent the interests of the Indemnified Party (or any other applicable indemnified parties) in respect of such Third Party Claim, that shall include the right to select and direct legal counsel and other consultants to appear in proceedings on behalf of the Indemnified Party shall reasonably cooperate with the Indemnifying Party in (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 defense and make available to the Indemnifying Party such witnesses, pertinent records, materials and information in settlement that requires any payment or action by or admits wrongdoing of the Indemnified Party’s possession Party (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 other applicable indemnified parties) shall not settle, compromise or discharge such Third-Party Claim be made 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 consent not to pay the full amount of the Liability in connection with such Third-Party Claim, and releases be unreasonably withheld. Nothing herein shall prevent the Indemnified Party completely from retaining its own counsel and participating in connection with such Third-Party Claim. Whether or not the Indemnifying Party assumes the its own 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 consentat its own cost and expense. (c) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the 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 XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Party.

Procedures. The party seeking indemnification under Section 15.2 ---------- (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “the "Indemnified Party”") agrees to give prompt 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 in respect of which indemnity may be entitled sought under Section 15.2; provided that the failure 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 give such notice shall not limit the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall deliver notice thereof Party's right 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, hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. (b) An thereby. The Indemnifying Party shall have assume control of the rightdefense of any such suit, upon written notice to action or proceeding and the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes may participate in the defense of any such Third-suit, action or proceeding at its own expense. The Indemnifying Party Claimshall not be liable under Section 15.2 for any settlement effected without its consent of 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, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereofretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnified Party; providedIndemnifying Party has agreed to pay such fees and expenses, that(ii) the Indemnifying Party has failed to assume the defense of such suit, if, in the reasonable opinion of action or proceeding or to employ counsel for reasonably satisfactory to the Indemnified Party, there is a conflict or (iii) in the reasonable judgment of interest such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in any which case, if the Indemnified Party and 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 proceeding on behalf of the Indemnified Party. The Indemnifying Party shall not be responsible liable for the reasonable fees and expenses of more than one counsel separate firm of attorneys (in addition to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Party Claim, local counsel) at any time for all 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 releases the 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 consentParties. (c) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the 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 XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Party.

Procedures. Each party entitled to indemnification under this Section 4.7 (athe "INDEMNIFIED PARTY") In order for a Purchaser shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party or a Seller Indemnified has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (each, an “Indemnified Party”) to be entitled to assume the defense of any indemnification provided for under this Agreement as a result of a Loss or a such claim or demand made any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by any third Person against the Indemnified Party (a “Third-Party Claim”whose approval shall not unreasonably be withheld), such and the Indemnified Party shall deliver notice thereof to may participate in such defense at such party's expense, and provided further that the Seller or the Purchaser, as the case may be, (the “Indemnifying Party”), promptly after receipt by such failure of any Indemnified Party of written to give 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 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 Article XIAgreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, 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 Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to not assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory for matters as to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, in the reasonable opinion of counsel for the Indemnified Party, which there is a conflict of interest between the Indemnified Party or separate and the different defenses. No Indemnifying Party, in the Indemnifying Party shall be responsible for defense of any such claim or litigation, shall, except with the reasonable fees and expenses consent of one counsel each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party 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 releases the 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 be collected release from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly to the Indemnifying Party, describing all liability 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Partyclaim or litigation.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party Any Person seeking indemnification under Section 6.2 (each, an “the "Indemnified Party”") agrees 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 deliver give prompt written notice thereof to the Seller or the Purchaser, as the case may be, party against whom indemnity is sought (the “"Indemnifying Party”), promptly after receipt by such Indemnified Party of written notice ") of the Third-assertion of any claim that does not involve a Third Party Claim, describing which notice shall describe in reasonable detail the facts giving rise to any claim for indemnification hereundernature of the claim, the amount or method of computation an estimate of the amount of damages attributable to such claim (if known) to the extent feasible and such other information with respect thereto as the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party disputes such claim and such dispute is not resolved by the parties, such dispute shall be resolved in accordance with Section 7.9. (b If an Indemnified Party is notified of a Third Party Claim which may reasonably request. The give rise to a claim for indemnification against any Indemnifying Party under this Section, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing (including copies of all papers served with respect to such Third Party Claim), which notice shall describe in reasonable detail the nature of the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the Indemnified Party's request for indemnification under this Agreement; provided that any failure to provide timely give such notice, however, notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article XI, 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 is actually prejudiced by such failure. Party. (b) An c Any Indemnifying Party shall have may, and at the right, upon written notice to request of the Indemnified Party within thirty (30) days after receipt of notice from shall, participate in and control the Indemnified Party defense of the commencement of such Third-Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party Claim with counsel selected by the Indemnifying Party and of its choice reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party; provided, that, if, in (ii) the reasonable opinion of Indemnifying Party failed to assume the defense and employ counsel for 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, there is a conflict of interest between the Indemnified Party and . If requested by 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 agrees to cooperate with the Indemnifying Party and its counsel in such defense and make available to 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 witnessescounterclaim 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, pertinent recordslitigation or proceeding in respect of which indemnity may be sought hereunder, 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 provided that the Indemnifying Party assumes will give the defense Indemnified Party reasonable prior written notice of any Third-Party Claim, such proposed settlement or compromise and will not consent to the Indemnifying Party shall not settle, compromise entry of any judgment or discharge such Third-enter into any settlement with respect to any 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 which shall not be unreasonably withheld. The Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, and releases (if the Indemnified Party completely in connection with such Third-Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, is entitled to indemnification hereunder) shall reimburse the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent. (c) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice for its reasonable out 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 XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 pocket costs incurred with respect to such matters, in each case, to the extent reasonably required by the Indemnifying Partycooperation.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party The party seeking indemnification under Section 8.02 (each, an the “Indemnified Party”) agrees 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 deliver give prompt notice thereof to the Seller or the Purchaser, as the case may be, party against whom indemnity is sought (the “Indemnifying Party”), promptly after receipt by such Indemnified Party of written notice ) of the Third-assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying 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 that the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that the such Indemnifying Party is actually and materially prejudiced by such failurefailure to provide timely notice. (b) An Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the The Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, 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 obtain the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of any Claim asserted by any third party (“Third Party Claim”) for which the Indemnified Party, unless such settlement, compromise or discharge of such Third-Party Claim by its terms obligates will seek indemnification from the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, and releases the 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 consenthereunder. (c) In Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the event defense or prosecution of any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Third Party Claim being asserted against and shall furnish or sought cause to be collected from furnished such Indemnified Partyrecords, the 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 deliver notice of such claim promptly use reasonable efforts to the Indemnifying Partycollect any amounts available under insurance coverage, 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 other Person alleged to be responsible, for any Damages payable under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying PartySection 8.02.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be Each party entitled to any indemnification provided for under this Agreement (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 a result to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of a Loss or a claim or demand made any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by any third Person against the Indemnified Party (a “Third-Party Claim”whose approval shall not unreasonably be withheld), such Indemnified Party shall 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 Indemnified Party within thirty may participate in such defense at such party's expense (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the right to employ separate counsel Indemnifying Party and to participate the Indemnified Party in the defense thereofsuch action, but in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnified Indemnifying Party; provided), that, if, in and provided further that the reasonable opinion failure of counsel for the Indemnified Party, there is a conflict of interest between the any Indemnified Party and the Indemnifying Party, to give notice as provided herein shall not relieve 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 releases the 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 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 XI except to the extent that Agreement unless the Indemnifying Party is materially prejudiced by thereby. No Indemnifying Party, in the investigation or defense of any such failureClaim 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 Indemnifying Party from all liability in respect to such Claim. The Each Indemnified Party shall reasonably cooperate and assist furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in determining writing and as shall be reasonably required in connection with the validity of any claim for indemnity by the Indemnified Party investigation 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 matters, in each case, to the extent reasonably required by the Indemnifying PartyClaim.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party 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 entitled sought, and shall permit the Indemnifying Party to assume the defense of any indemnification provided such Claim; provided, that counsel for under this Agreement as a result the Indemnifying Party, who shall conduct the defense of a Loss or a claim or demand made such Claim, shall be approved by any third Person against the Indemnified Party (a “Third-Party Claim”whose approval shall not unreasonably be withheld), such Indemnified Party shall 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 Indemnified Party within thirty may participate in such defense at such party's expense (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the right to employ separate counsel Indemnifying Party and to participate the Indemnified Party in the defense thereofsuch action, but in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnified Indemnifying Party; provided), thatand provided further, if, in that the reasonable opinion failure of counsel for the Indemnified Party, there is a conflict of interest between the any Indemnified Party and the Indemnifying Party, to give notice as provided herein shall not relieve 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 releases the 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 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 XI except to the extent that Agreement unless the Indemnifying Party is materially prejudiced by thereby. No Indemnifying Party, in the investigation or defense of any such failureClaim shall, except with the consent of each Indemnified 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. The Each Indemnified Party shall reasonably cooperate and assist furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in determining writing and as shall be reasonably required in connection with the validity of any claim for indemnity by the Indemnified Party investigation 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 matters, in each case, to the extent reasonably required by the Indemnifying PartyClaim.

Procedures. (a) In order for a Purchaser Indemnified Party Any indemnification of GWI, GWI Affiliates, ---------- Supplier or a Seller Indemnified Party (eachSupplier Affiliates hereunder shall include and extend to the benefit of their respective shareholders, an “Indemnified Party”) to directors, officers and employees. Any person that may be entitled to any indemnification provided for under this Agreement as a result (an "Indemnified Party") shall give written notice to the Person obligated to indemnify it (an "Indemnifying Party") with reasonable promptness upon becoming aware of a Loss or a any claim or demand made by any third Person against the Indemnified Party (other facts upon which a “Third-Party Claim”), such Indemnified Party shall 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, will be based; the amount or method of computation of the amount of notice shall set forth such claim (if known) and such other information with respect thereto as is then reasonably available to the Indemnifying Party may reasonably requestIndemnified Party. 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 right to undertake the defense of any such claim asserted by a third party with counsel reasonably satisfactory to the Indemnified Party within thirty (30) days after receipt of notice from and the Indemnified Party of the commencement of shall 126 cooperate in such Third-Party Claimdefense and make available all records, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected materials and witnesses reasonably requested by the Indemnifying Party and in connection therewith at the Indemnifying Party's expense. If the Indemnifying Party shall have assumed the defense of the claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; 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 settlebe 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 connection with the defense thereof. The Indemnifying Party shall not be liable for any claim settled without its consent, compromise which consent shall not be unreasonably withheld or discharge such Third-delayed. The Indemnifying Party Claim without shall obtain the prior written consent of the Indemnified PartyParty prior to ceasing to defend, unless such settlement, compromise settling or discharge otherwise disposing 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 releases any claim if as a result thereof the Indemnified Party completely in connection with such Third-Party Claim. Whether would become subject to injunctive or not the Indemnifying Party assumes the defense of a Third-Party Claim, other equitable relief or if the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer may reasonably object to settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent. (c) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice disposition 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 XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by based on a continuing adverse effect on the Indemnified Party 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 matters, in each case, to the extent reasonably required by the Indemnifying Party.

Procedures. (a) In order for a Purchaser Indemnified Party A party seeking indemnification pursuant to Sections 7.2 or a Seller Indemnified Party 7.3 (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 deliver give prompt notice thereof to the Seller or the Purchaser, as the case may be, party from whom such indemnification is sought (the “Indemnifying Party”), promptly after receipt by such Indemnified Party of written notice ) of the Third-assertion of any 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 hereunder (a “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 will give the Indemnifying Party such other information with respect thereto as the Indemnifying Party may reasonably request. The , but no failure to provide give such notice, however, notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article XI, liability hereunder (except to the extent that the Indemnifying Party is actually prejudiced has suffered actual prejudice thereby). Notice may be given to any Frost Group Shareholder by such failure. giving notice to the Representative (b) An defined below). The Indemnifying Party shall have the right, upon exercisable by written notice (the “Notice”) to the Indemnified Party within thirty fifteen (3015) days after of receipt of notice from the Indemnified Party of the commencement or assertion of such Third-any Third Party Claim, to assume the defense thereof at the expense of the Indemnifying such Third Party with Claim, using counsel selected by the Indemnifying Party and reasonably satisfactory acceptable to the Indemnified Party. If the Indemnifying Party assumes shall fail to assume the defense of the Third Party Claim within such Third-Party Claimfifteen (15) day period, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, 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 undertake the defense of any Third-such 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 Claim on behalf of the Indemnifying Party. If the Indemnifying Party assumes elects to assume 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 releases the Indemnified Party completely in connection with such Third-Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third-Third Party Claim, the Indemnified Party shall not admit any Liability liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, discharge such Third-Third Party Claim without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld. In the event that the Indemnifying Party does not elect to assume the defense of any such Third Party Claim, the Indemnified Party may do any of the foregoing and/or defend such Third Party Claim, all at the expense and on the account of the Indemnifying Party. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall in any event have the right to participate, at its own expense, in the defense of any Third Party Claim which the other is defending. (c) In The Indemnifying Party, if it shall have assumed the event defense of any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Third Party Claim being asserted against or sought in accordance with the terms hereof, shall have the right, upon fifteen (15) business days prior written notice to be collected from such the Indemnified Party, to consent to the entry of judgment with respect to, or otherwise settle such Third Party Claim provided the Indemnifying Party shall be solely obligated to satisfy and discharge such judgment or settlement, unless (i) the Third Party Claim involves equitable or other non-monetary damages or (ii) in the reasonable judgment of the Indemnified Party such settlement would have a continuing material adverse effect on the Indemnified Party, in which case such settlement only may be made with the written consent of the Indemnified Party. (d) Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall deliver notice of cooperate in the defense or prosecution thereof and shall furnish records, information and testimony, and attend such claim promptly conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Indemnifying PartyParty of records and information which are reasonably relevant to such Third Party Claim, describing in reasonable detail the facts giving rise and making employees available on a mutually convenient basis to provide additional information and explanation of any claim for indemnification material provided 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by reimburse the Indemnified Party and for all its reasonable out-of-pocket expenses 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 matters, in each case, to the extent reasonably required by the Indemnifying Partyconnection therewith.

Procedures. (a) In order for a Purchaser Indemnified Party The party seeking indemnification under Sections 9.08 or a Seller Indemnified Party 11.02 (each, an “the "Indemnified Party”") agrees 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 deliver give prompt notice thereof to the Seller party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the Purchasercommencement of any suit, as action or proceeding ("Claim") in respect of which indemnity may be sought under such Section and will provide the case may be, (the “Indemnifying Party”), promptly after receipt by Party such Indemnified Party of written notice of the Third-Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as that the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that such failure shall have adversely prejudiced the Indemnifying Party is actually prejudiced by such failureParty. (b) An The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and be entitled to participate in the defense thereofof any Claim asserted by any third party ("Third Party Claim") and, but subject to the fees and expenses limitations set forth in this Section, shall be entitled to control the defense of such Third Party Claim and appoint lead counsel shall be at the expense of the Indemnified Party; provided, that, iffor such defense, in the reasonable opinion of counsel each case at its expense; provided that it has acknowledged responsibility for the Indemnified Partydefense of such Claim; and provided further that The Limited shall control the defense of, there is a conflict of interest between and appoint the Indemnified Party and lead counsel in connection with, the Indemnifying Party, Retained Litigation. (c) If the Indemnifying Party shall be responsible for assume the reasonable fees and expenses control of one counsel to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Third Party Claim, the Indemnified Party shall reasonably cooperate Claim in accordance with the Indemnifying Party in such defense and make available to the Indemnifying Party such witnessesprovisions of this Section 11.03, 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, (1) the Indemnifying Party shall not settle, compromise or discharge such Third-Party Claim without obtain the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld, unless such settlement, compromise conditioned or discharge delayed) before entering into any settlement of such Third-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 releases the Indemnified Party completely in connection with such Third-Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, (2) the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer be entitled to settle, compromise or discharge, participate in the defense of such Third-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 and to be collected from employ separate counsel of its choice for such Indemnified Party, the Indemnified Party shall deliver notice purpose. The fees and expenses 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, separate counsel shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity be paid by the Indemnified Party 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 matters, in each case, to the extent reasonably required by the Indemnifying Party.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be Each party entitled to any indemnification provided for under this Agreement (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 a result to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of a Loss or a claim or demand made any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by any third Person against the Indemnified Party (a “Third-Party Claim”whose approval shall not unreasonably be withheld), such Indemnified Party shall 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 Indemnified Party within thirty may participate in such defense at such party's expense (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the right to employ separate counsel Indemnifying Party and to participate the Indemnified Party in the defense thereofsuch action, but in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnified Indemnifying Party; provided), that, if, in and provided further that the reasonable opinion failure of counsel for the Indemnified Party, there is a conflict of interest between the any Indemnified Party and the Indemnifying Party, to give notice as provided herein shall not relieve 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 releases the 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 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 XI Agreement except to the extent that the Indemnifying Party is prejudiced by thereby. No Indemnifying Party, in the investigation or defense of any such failureClaim 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 Indemnifying Party from all liability in respect to such Claim. The Each Indemnified Party shall reasonably cooperate and assist furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in determining writing and as shall be reasonably required in connection with the validity of any claim for indemnity by the Indemnified Party investigation 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 matters, in each case, to the extent reasonably required by the Indemnifying PartyClaim.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) In order for a Purchaser Indemnified Party If any Person who or a Seller Indemnified Party which is entitled to seek indemnification under Section 9.2 (each, 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 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 Section 9.2, the Indemnified Party shall promptly (a “Third-i) notify the Party Claim”), such obligated to the Indemnified Party shall deliver notice thereof pursuant to the Seller or the Purchaser, as the case may beSection 9.2 above, (the “Indemnifying Party”), promptly after receipt by such Indemnified ) of the Third Party of Claim and (ii) transmit to the Indemnifying Party a written notice of the Third-Party Claim, (“Claim Notice”) describing in reasonable detail the facts giving rise nature of the Third Party Claim, a copy of all papers served with respect to any such claim for indemnification hereunder(if any), the amount or method of computation Indemnified Party’s best estimate of the amount of such claim (if known) Losses attributable to the Third Party Claim and such other information with respect thereto as the Indemnifying Party may reasonably requestbasis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to timely provide such notice, however, Claim Notice shall not release affect the Indemnifying Party from any right of its obligations under this Article XIthe Indemnified Party’s indemnification hereunder, except to the extent that the Indemnifying Party is actually prejudiced by such failuredelay or omission. (b) An The Indemnifying Party shall have the right, upon written notice right to defend the Indemnified Party within thirty (30) days after receipt of notice from against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party of that the commencement of such Third-Indemnifying Party Claim, elects to assume the defense thereof at of the expense 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 and (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 compromise or settlement thereof; provided that the Indemnifying Party shall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably 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 all Indemnified Parties affected by the claim and (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any 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 assumes does not notify the defense of such Third-Indemnified Party Claimthat the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.4(b), then the Indemnified Party shall have the right to employ separate 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 and to participate in selected by the defense thereof, but the fees and expenses of such counsel Indemnified Party (who shall be at reasonably satisfactory to the expense of Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by 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 . In such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Party Claimcircumstances, the Indemnified Party shall reasonably cooperate with the Indemnifying defend any such Third Party Claim in good faith and have full control of such defense and make available to the Indemnifying Party such witnessesproceedings; provided, pertinent recordshowever, 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 releases that the Indemnified Party completely in connection with such Third-Party Claim. Whether or may not the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall not admit enter into any Liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, settlement of such Third-Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s prior written consent. consent (c) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does which consent shall not involve a Third-Party Claim being asserted against be unreasonably withheld, conditioned 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 delayed). The Indemnifying Party may reasonably request. The failure to provide such noticeparticipate in, howeverbut not control, shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity defense or settlement controlled by the Indemnified Party pursuant to this Section 9.4(c), and in otherwise resolving such matters. Such assistance the Indemnifying Party shall bear its own costs 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 expenses with respect to such mattersparticipation. (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. Such notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of 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 each case, which event the Indemnified Party will be free to pursue such remedies as may be available to the extent reasonably required by Indemnified Party on the Indemnifying terms and subject to the provisions of this Agreement. Copies of each Notice of Claim Dispute shall be sent to Contributee and the Escrow Agent. If Contributee and Contributors fail to resolve any objection contained in 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 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 Notice 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. The obligations and liabilities of the parties with respect to Claims subject to indemnification under this Section 11, (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 ClaimClaims”), such Indemnified Party shall deliver notice thereof will be subject to the Seller or the Purchaser, as the case may be, following terms and conditions: 11.3.1 The party claiming a right to indemnification hereunder (the “Indemnifying PartyIndemnified Person”), 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 will give prompt written notice to the indemnifying party (“Indemnifying Person”) of any Indemnified Party within thirty Claim, stating its nature, basis and amount, to the extent known. Each such notice will be accompanied by copies of all relevant documentation, including any summons, complaint or other pleading that may have been served or any written demand or other document. 11.3.2 With respect to any Indemnified Claim: (30a) days after receipt of notice from the Indemnifying Person will defend or settle the Indemnified Party of the commencement of such Third-Party Claim, subject to assume provisions of this subsection, (b) the Indemnified Person will, at the Indemnifying Person’s sole cost and expense, cooperate in the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party providing access to witnesses and reasonably satisfactory evidence available to it, (c) the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall Person will have the right to employ separate counsel and to participate in any defense at its own cost and expense to the extent that, in its judgment, the Indemnified Person may otherwise be prejudiced thereby, (d) the Indemnified Person will not settle, offer to settle or admit liability in any Indemnified Claim without the written consent of an officer of the Indemnifying Person, and (e) the Indemnifying Person will not settle, offer to settle or admit liability as to any Indemnified Claim in which it controls the defense thereofif such settlement, but offer or admission contains any admission of fault or guilt on the fees and expenses of such counsel shall be at the expense part of the Indemnified Party; providedPerson, that, if, in the reasonable opinion of counsel for or would impose any liability or other restriction or encumbrance on the Indemnified PartyPerson, 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 an officer 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 ClaimPerson. 11.3.3 Each party will cooperate with, and releases comply with all reasonable requests of, each other party and act in a reasonable and good faith manner to minimize the Indemnified Party completely in connection with such Third-Party Claim. Whether or not the Indemnifying Party assumes the defense scope 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 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 XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying PartyClaim.

Procedures. Each party entitled to indemnification under this Section 2.6 (athe "Indemnified Party") In order for a Purchaser shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party or a Seller Indemnified has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (each, an “Indemnified Party”) to be entitled to assume the defense of any indemnification provided for under this Agreement as a result of a Loss or a such claim or demand made any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by any third Person against the Indemnified Party (a “Third-Party Claim”whose approval shall not unreasonably be withheld), such and the Indemnified Party shall deliver notice thereof to may participate in such defense at such party's expense, and provided further that the Seller or the Purchaser, as the case may be, (the “Indemnifying Party”), promptly after receipt by such failure of any Indemnified Party of written to give 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 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 Article XIAgreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, 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 Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to not assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory for matters as to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, in the reasonable opinion of counsel for the Indemnified Party, which there is a conflict of interest between the Indemnified Party or separate and the different defenses. No Indemnifying Party, in the Indemnifying Party shall be responsible for defense of any such claim or litigation, shall, except with the reasonable fees and expenses consent of one counsel each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party 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 releases the 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 be collected release from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly to the Indemnifying Party, describing all liability 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Partyclaim or litigation.

Procedures. (a) In order for a Purchaser the event any demands or claims are asserted against an Indemnified Party or a Seller any actions, suits or proceedings are commenced against an Indemnified Party (each, for which Seller is obligated to indemnify an “Indemnified Party”) to be entitled to any indemnification provided for Party under this Agreement as a result of a Loss or a claim or demand made by any third Person against Section, then the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall deliver give timely notice thereof to Seller in order to permit Seller the Seller or necessary time to evaluate 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 merits of such claim (if known) demand, claim, action, suit or proceeding and such other information with respect thereto as defend, settle or compromise the Indemnifying Party may reasonably requestsame so that Seller's interests are not materially prejudiced. The failure to provide Within 10 business days after such notice, however, Seller 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 Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected chosen by the Indemnifying Party Seller or its insurer and reasonably satisfactory acceptable to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party Seller shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and not be liable for any costs or expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to such incurred by an Indemnified Party in connection with such defenseany 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. If the Indemnifying Party assumes The Indemnified Parties shall be entitled to participate in (but not control) the defense of any Third-Party Claimsuch action, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense its counsel 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 Partyat its own expense. If the Indemnifying Party assumes Seller does not assume the defense of any Third-such claim or litigation resulting therefrom, (a) an Indemnified Party Claimmay defend against such claim or litigation, the Indemnifying Party shall in such manner as it may deem appropriate, including, but not settlelimited to, compromise settling such claim or discharge such Third-Party Claim without the prior written consent litigation, after giving notice of the same to Seller on such terms as such 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 Claimmay deem appropriate, and releases the Indemnified Party completely (b) Seller shall be entitled to participate in connection with such Third-Party Claim. Whether or (but not the Indemnifying Party assumes control) the defense of a Third-Party Claimsuch action, 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 consentits own counsel and at its own expense. (c) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the 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 XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Party.

Procedures. Claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) In order for a Purchaser Indemnified Party If any Person who or a Seller Indemnified Party which is entitled to seek indemnification under Section 8.2 (each, an “Indemnified Party”) to be entitled to receives notice of the assertion or commencement of any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made by any third Person asserted against the an Indemnified Party by a third party (a “Third-Party Claim”)) in respect of any matter that is subject to indemnification under Section 8.2, such the Indemnified Party shall deliver notice thereof promptly (i) notify the Party(ies) obligated to the Seller or the Purchaser, as the case may be, indemnify (the “Indemnifying Party”), promptly after receipt by such Indemnified ) of the Third-Party of Claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third-Party Claim, describing in reasonable detail the facts giving rise a copy of all papers served with respect to any such claim for indemnification hereunder(if any), the amount or method of computation Indemnified Party’s best estimate of the amount of such claim (if known) Losses attributable to the Third-Party Claim and such other information with respect thereto as the Indemnifying Party may reasonably requestbasis of the Indemnified Party’s request for indemnification under this Agreement. The failure Failure to timely provide such notice, however, Claim Notice shall not release affect the Indemnifying Party from any right of its obligations under this Article XIthe Indemnified Party’s indemnification hereunder, except to the extent that the Indemnifying Party is actually prejudiced by such failuredelay or omission. (b) An The Indemnifying Party shall have the right, upon written notice right to defend the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of against such Third-Party Claim, 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 thereof at of the expense 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 and (who shall be reasonably satisfactory to the Indemnified Party. If ), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Indemnifying Party assumes the defense in accordance with this Section 8.4(b). The Indemnifying Party shall have full control of such Third-defense and proceedings, including any compromise or settlement thereof; provided that the Indemnifying Party Claimshall not enter into any settlement agreement without the written consent of the Indemnified Party (which consent shall not be unreasonably 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 all Indemnified Parties affected by the claim, (ii) the settlement agreement does not contain any sanction or restriction upon the conduct of any 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 and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of represent the Indemnified Party; provided, that, if, in the reasonable opinion of counsel for Party if the Indemnified Party, there Party is advised by outside counsel reasonably satisfactory to the Indemnifying Party that a conflict of interest between exists that requires the Indemnified Party and 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 shall be responsible for the reasonable fees and expenses of one counsel to such Indemnified Party in connection with such defense. If or 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 Party’s counsel (on the Indemnified Party’s possession or under behalf), and, in the event the Indemnified Party’s control relating thereto as is reasonably required 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 assumes 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, Claim controlled by the Indemnifying Party pursuant to this Section 8.4(b), and the Indemnified Party shall not settlebear 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), compromise or discharge 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 without the prior written consent in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party, unless such settlement, Party may not enter into any compromise or discharge settlement of such Third-Party Claim by its terms obligates the Indemnifying Party if indemnification is to pay the full amount of the Liability in connection with such Third-Party Claimbe sought hereunder, and releases the 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 consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 8.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (cd) In the event any Any claim by an Indemnified Party should have a claim against an Indemnifying Party hereunder on account of Losses that does not involve result from a Third-Party Claim being (a “Direct Claim”) will be asserted against or sought to be collected from such Indemnified Partyby giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party shall deliver notice becomes aware 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 requestDirect Claim. 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity Such notice by the Indemnified Party and will describe the Direct Claim in otherwise resolving such matters. Such assistance and cooperation shall reasonable detail, will include providing reasonable access to and copies of informationall available material written evidence thereof and will indicate the estimated amount, records and documents relating if reasonably practicable, of Losses that have 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 mattersDirect Claim. If the Indemnifying Party does not so respond within such period, furnishing employees the Indemnifying Party will be deemed to assist have rejected such claim, in which event the investigation, defense 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 net of any insurance proceeds realized by and resolution paid to the Indemnified Party in respect of such matters and providing legal and business assistance with respect to such matters, in each case, to the extent reasonably required by the Indemnifying Partyclaim.

Procedures. (a) In order for a Purchaser Indemnified Party The party seeking indemnification under Section 7.1 or a Seller Indemnified Party 7.2 (each, an the “Indemnified Party”) agrees 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 deliver give prompt notice thereof to the Seller or the Purchaser, as the case may be, party against whom indemnity is sought (the “Indemnifying Party”), promptly after receipt by such Indemnified Party of written notice ) of the Third-assertion of any claim, or the commencement of any suit, action or proceeding (“Proceeding”) in respect of which indemnity may be sought under such Sections and will provide the Indemnifying 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 that the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that such failure shall have adversely prejudiced the Indemnifying Party is actually prejudiced by such failureParty. (b) An Indemnifying Party shall have the right, upon By giving written notice to the Indemnified Party within thirty (30) 30 days after receipt of receiving notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; 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 PartyProceeding, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel entitled to such Indemnified Party participate in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Proceeding asserted by any third party (“Third Party Claim”) and, subject to the limitations set forth in this Section 7.5, shall be entitled to control and appoint lead counsel acceptable to the Indemnified Party shall reasonably cooperate with the Indemnifying Party for such defense, in such defense and make available each case at its expense. Notwithstanding any provision herein 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 Claimcontrary, the Indemnifying Party shall not settlehave the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party, compromise if the claim which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or discharge such Thirdquasi-criminal allegations, or (iii) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim without in accordance with the provisions of this Section 7.5, then (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 unconditionally 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, unless such settlement, compromise or discharge and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third-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 and information, as may be reasonably requested in connection therewith. (e) Each Indemnified Party shall mitigate in accordance with Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its terms obligates loss after the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, and releases has paid the Indemnified Party completely under any indemnification provision of this Agreement in connection with such Third-Party Claim. Whether or not the Indemnifying Party assumes the defense respect of a Third-Party Claimthat loss, the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer must notify the Indemnifying Party and pay to settle, compromise or discharge, such Third-the Indemnifying Party Claim without the lesser of (i) the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) and (ii) the amount of indemnification previously received from the Indemnifying Party’s prior written consent. (c) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the 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 XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to within five (5) business days after the extent reasonably required by the Indemnifying Partybenefit is received.

Procedures. (ai) In order for a Purchaser Indemnified Party or a Seller Indemnified Party The party seeking indemnification under Section 10.02 (each, an the “Indemnified Party”) agrees 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 deliver give prompt notice thereof to the Seller or the Purchaser, as the case may be, party against whom indemnity is sought (the “Indemnifying Party”), promptly after receipt by such Indemnified Party of written notice ) of the Third-assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under such Section and will provide the Indemnifying 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 that the Indemnifying Party may reasonably request. The Indemnified Party’s failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that such failure shall have adversely prejudiced the Indemnifying Party is actually prejudiced by such failureParty. (bii) An The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and be entitled to participate in the defense thereofof any Claim asserted by any third party (“Third Party Claim”) and, but subject to the fees and expenses of such counsel limitations set forth in this Section, shall be at the expense of the Indemnified Party; provided, that, ifentitled to control and appoint lead counsel for such defense, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, each case at its own expense. (iii) If the Indemnifying Party shall be responsible for assume the reasonable fees and expenses control of one counsel to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Third Party Claim, the Indemnified Party shall reasonably cooperate Claim in accordance with the Indemnifying Party in such defense and make available to the Indemnifying Party such witnessesprovisions of this Section 10.03, 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, (i) the Indemnifying Party shall not settle, compromise or discharge such Third-Party Claim without obtain the prior written consent of the Indemnified Party, unless such settlement, compromise or discharge Party (which shall not be unreasonably withheld) before entering into any settlement 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-Third Party Claim, and releases if the settlement does not release the Indemnified Party completely in connection from all liabilities and obligations with respect to such Third-Third Party Claim. Whether Claim or not the Indemnifying Party assumes settlement imposes injunctive or other equitable relief against the defense of a Third-Party ClaimIndemnified Party, and (ii) the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer be entitled to settle, compromise or discharge, participate in the defense of such Third-Third Party Claim without and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnifying Indemnified Party’s prior written consent. (civ) In Each party shall cooperate, and cause their respective Affiliates to cooperate, in the event defense or prosecution of any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Third Party Claim being asserted against and shall furnish or sought cause to be collected from furnished such Indemnified Partyrecords, the Indemnified Party shall deliver notice of information and testimony, and attend such claim promptly to the Indemnifying Partyconferences, describing discovery proceedings, hearings, trials or appeals, as may be reasonably requested 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Partyconnection therewith.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party The party seeking indemnification under this Article VIII (each, an the “Indemnified Party”) agrees to be entitled to any indemnification provided for under this Agreement as a result give prompt notice (the “Notice 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 deliver notice thereof ) to the Seller or the Purchaser, as the case may be, indemnifying party (the “Indemnifying Party”), promptly after receipt by such Indemnified Party of written notice ) of the Third-Party Claimassertion of any claim, or the commencement of any suit, action or proceeding by a third party in respect of which indemnity may be sought under this Article VIII describing in reasonable detail the facts giving rise to any claim for of indemnification hereunder; provided, however, that no delay on the amount or method of computation part of the amount of such claim (if known) and such other information with respect thereto as Indemnified Party in notifying the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release relieve the Indemnifying Party from of any of its obligations under this Article XIliability or obligation hereunder, except to the extent that the Indemnifying Party is actually clearly demonstrates that the defense of any third party suit, action or proceeding has been materially prejudiced by the Indemnified Party’s failure to give such failurenotice. (b) An If such Notice of Claim relates to a suit, action or proceeding by a third party (a “Third Party Claim”), the Indemnifying Party shall have the right, may upon written notice given to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected receipt by the Indemnifying Party and of such Notice of Claim, assume control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense does not so assume control of such Third-defense or if the Indemnifying Party Claimfails to give reasonable written assurance to the Indemnified Party of the Indemnifying Party’s financial capacity to defend and/or provide indemnification as required hereby, the Indemnified Party shall have the right to employ separate counsel and to control such defense. The party not controlling such defense may participate in therein at its own expense. The Indemnified Party shall not be liable for expenses incurred after the Indemnifying Party assumes the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Partya third party claim as set forth herein; provided, thathowever, if, that (i) if in the reasonable opinion of counsel for the Indemnified Party, the Indemnifying Party assumes control of such defense and there is exists a conflict of interest between the interests of the Indemnified Party and those of the Indemnifying PartyParty with respect to such claim, or (ii) if the Indemnifying Party shall be responsible fail to assume responsibility for such defense, the Indemnified Party may retain counsel satisfactory to it and the reasonable fees and expenses of one counsel to such the Indemnified Party shall be considered Losses for purposes of this Agreement. Notwithstanding anything to the contrary contained herein, in the event that the Buyer reasonably determines that a third party claim would materially adversely affect the Buyer’s ability to conduct the Business after the Closing Date (including, for example, if the Buyer reasonably determines, in connection with any such defensethird party claim, that the Buyer’s ability to conduct a material portion of the Business may be enjoined), then the Buyer may, by written notice to the Seller, assume the exclusive right to control, defend, compromise, or settle such claim and the reasonable fees and expenses of counsel shall be considered Losses for purposes of this Agreement. If In all such cases, the Indemnifying Party will have the right to participate, at Indemnifying Party’s expense, in the defense or settlement of such claim with counsel reasonably satisfactory to the Buyer. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto. In any circumstance in which the Indemnified 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 Claimclaim, the Indemnifying Party shall only be responsible for the costs and expenses of one counsel representing the interests of the Indemnified Party. (c) The Indemnifying Party shall not settleagree to any settlement of any action, compromise suit or discharge such Third-Party Claim proceeding without the prior written consent of the Indemnified Party, unless which consent shall not be unreasonably withheld or delayed. For purposes hereof, the Indemnified Party’s withholding of its consent to any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a complete irrevocable release from all liability in respect to such settlement, compromise claim or discharge litigation or which requires action (or limits action) other than the payment of such Third-Party Claim money by its terms obligates the Indemnifying Party shall be deemed to pay be reasonable. (d) In the full amount event that an Indemnified Party seeks indemnification for Losses pursuant to this Article VIII, the procedures in this subsection (d) shall also apply. Within ninety (90) days after delivery of the Liability in connection with such Third-Party a Notice of Claim, and releases the Indemnifying Party shall provide to the Indemnified Party completely a written response (the “Response Notice”) in connection with such Third-Party Claim. Whether or not which the Indemnifying Party assumes must either: (i) agree that some or all of the defense Losses claimed should be indemnified and, in the case of any Losses claimed and not so agreed to, contest such claimed amount, or (ii) contest all of the Losses claimed. The Indemnifying Party may contest such claimed amount of Losses only based upon a Third-good faith belief that all or such portion of such claimed amount does not constitute Losses for which the Indemnified Party Claimis entitled to indemnification hereunder. If no such Response Notice is delivered by the Indemnifying Party within such ninety (90)-day period, the Indemnifying Party shall be deemed to have agreed that all of the claimed amount should be indemnified. Any such amount agreed to, or so deemed to be agreed to, by the Indemnifying Party pursuant to clause (i) or (ii) of this subsection (d) or otherwise pursuant to this Agreement being referred to herein as an “Agreed Amount.” (e) If the Indemnifying Party in the Response Notice contests all or part of the claimed amount (thereupon, the “Contested Amount”), the Indemnifying Party and the Indemnified Party shall not admit any Liability attempt promptly and in good faith to agree upon the rights of the parties with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third-Party Claim without the Contested Amount. If the Indemnifying Party’s prior written consent. (c) In Party and the event any Indemnified Party should have so agree, a claim against an Indemnifying Party hereunder memorandum setting forth such agreement shall be prepared and signed by both parties and, if such agreement provides that does not involve all or a Third-Party Claim being asserted against or sought portion of the Contested Amount is to be collected from such Indemnified Party, paid to the Indemnified Party shall deliver notice (all or such portion of such claim promptly Contested Amount to be so paid to the Indemnifying PartyIndemnified Party being also referred to herein as an “Agreed Amount”), 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 requestshall make such payments in accordance with the terms of this Agreement. The failure to provide If no such notice, however, shall not release agreement can be reached after good faith negotiation within thirty (30) days of the delivery of the Indemnifying Party from any of its obligations under this Article XI except to the extent that the Indemnifying Party is prejudiced by Response Notice (or such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by longer period as the Indemnified Party and Indemnifying Party may mutually agree), the matter shall be settled in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies accordance with the dispute resolution provisions of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution Section 10.11 of such matters and providing legal and business assistance with respect to such matters, in each case, to the extent reasonably required by the Indemnifying Partythis Agreement.

Procedures. (a) In order for a Purchaser Indemnified The Party or a Seller Indemnified Party seeking indemnification under ARTICLE VIII (each, an the “Indemnified Party”) agrees to be entitled to any indemnification provided for under this Agreement as a result give prompt notice 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 deliver notice thereof its Claim to the Seller or the Purchaser, as the case may be, party against whom indemnity is sought (the “Indemnifying Party”), promptly after receipt by such Indemnified Party of written notice of the Third-Party Claim, describing stating in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation nature of the amount of such inaccuracy or breach or other claim (if known) including identification of the provisions of this Agreement alleged to have been breached or inaccurate or under which a claim is being made), and shall provide the Indemnifying Party such other information with respect thereto as that the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that such failure shall have adversely prejudiced the Indemnifying Party is actually prejudiced by such failureor to the extent the survival periods stated herein have lapsed. (b) An The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and be entitled to participate in the defense thereofof any Claim asserted by any third party at its expense, but and, subject to the fees and expenses of such counsel limitations set forth in this Section 7.3, shall be at the expense of the Indemnified Party; provided, that, ifentitled to control and appoint lead counsel for such defense, 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, each case at its expense; provided that the Indemnifying Party shall not settle, compromise or discharge such Third-be entitled to control any Third Party Claim without (i) that involves injunctive relief or criminal liability; or (ii) that could have a material impact on the Companies’ future business or prospects. (c) If the Indemnifying Party shall assume the control of the defense of any Claim in accordance with the provisions of this Section 7.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party, unless such settlement, compromise or discharge Party before entering into any settlement 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 releases if the settlement does not release the Indemnified Party completely in connection from all liabilities and obligations with respect to such Third-Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, and (ii) the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer be entitled to settle, compromise or discharge, participate in the defense of such Third-Party Claim without and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnifying Indemnified Party’s prior written consent. (cd) In Each party shall cooperate, and cause their respective Affiliates to cooperate, in the event defense or prosecution of any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against and shall furnish or sought cause to be collected from furnished such Indemnified Partyrecords, the Indemnified Party shall deliver notice of information and testimony, and attend such claim promptly to the Indemnifying Partyconferences, describing discovery proceedings, hearings, trials or appeals, as may be reasonably requested 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Partyconnection therewith.

Procedures. (a) In order for a Purchaser Indemnified Party A party seeking indemnification pursuant to Sections 7.2 or a Seller Indemnified Party 7.3 (each, an “"Indemnified Party”") shall give prompt notice to be entitled to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made assessment, or the commencement of any action, suit, audit or proceeding, by any a third Person against the Indemnified Party party in respect of which indemnity may be sought hereunder (a “Third-"Third Party Claim”), such Indemnified Party shall 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 will give the Indemnifying Party such other information with respect thereto as the Indemnifying Party may reasonably request. The , but no failure to provide give such notice, however, notice shall not release relieve the Indemnifying Party from of any of its obligations under this Article XI, liability hereunder (except to the extent that the Indemnifying Party is actually prejudiced 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 such failure. (b) An the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have the right, upon exercisable by written notice (the "Notice") to the Indemnified Party within thirty (30) days after of receipt of notice from the Indemnified Party of the commencement or assertion of such Third-any Third Party Claim, to assume the defense thereof at the expense of the Indemnifying such Third Party with Claim, using counsel selected by the Indemnifying Party and reasonably satisfactory 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 assumes shall fail to assume the defense of the Third Party Claim within such Third-Party Claimthirty (30) day period, the Indemnified Party shall have the right to employ separate counsel and to participate in undertake the defense thereof, but the fees and expenses of such counsel shall be at the expense Third Party Claim on behalf 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, . Regardless of whether the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel elects to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes assume 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 releases the Indemnified Party completely in connection with such Third-Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third-Third Party Claim, the Indemnified Party shall not admit any Liability liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, discharge such Third-Third Party Claim without the Indemnifying Party’s 's prior written consent. (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) In The Indemnifying Party, if it shall have assumed the event 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 should have a claim against an Claim provided the Indemnifying Party hereunder agrees that does not involve a Third-as between the Indemnifying Party Claim being asserted against or sought to be collected from such 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 settlement 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 written consent of the Indemnified Party, which consent shall deliver notice of not be unreasonably withheld. (d) Whether or not the Indemnifying 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 attend such claim promptly conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Indemnifying PartyParty of records and information which are reasonably relevant to such Third Party Claim, describing in reasonable detail the facts giving rise and making employees available on a mutually convenient basis to provide additional information and explanation of any claim for indemnification material provided 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by reimburse the Indemnified Party and for all its reasonable out-of-pocket expenses 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 matters, in each case, to the extent reasonably required by the Indemnifying Partyconnection therewith.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party The party seeking indemnification under Section 11.02 (each, an the “Indemnified Party”) agrees 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 deliver give prompt notice thereof to the Seller or the Purchaser, as the case may be, party against whom indemnity is sought (the “Indemnifying Party”), promptly after receipt by such Indemnified Party of written notice ) of the Third-assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying 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 that the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that such failure shall have prejudiced the Indemnifying Party is actually prejudiced by such failureParty. (b) An The Indemnifying Party shall have be entitled to participate in the rightdefense of any Claim asserted by any third party (“Third Party Claim”) and, upon written notice subject to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such Third-Party Claimdefense, to assume the defense thereof in each case at the expense of the Indemnifying Party with its expense; provided that such counsel selected by the Indemnifying Party and shall be reasonably satisfactory acceptable to the Indemnified Party. If the Indemnifying Party assumes shall not have assumed the control of the defense of such Third-any Third Party Claim, Claim in accordance with the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses provisions of such counsel shall be at the expense of the Indemnified Party; provided, that, if, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Partythis Section 11.03(b), the Indemnifying Party shall be responsible entitled to participate in the defense of such Third Party Claim and to employ separate counsel of its choice for the reasonable such purpose. The fees and expenses of one such separate counsel to such Indemnified Party in connection with such defense. shall be paid by the Indemnifying Party. (c) If the Indemnifying Party assumes shall assume the control of the defense of any Third-Third Party Claim, the Indemnified Party shall reasonably cooperate Claim in accordance with the Indemnifying Party in such defense and make available to the Indemnifying Party such witnessesprovisions of this Section 11.03, 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, (i) the Indemnifying Party shall not settle, compromise or discharge such Third-Party Claim without obtain the prior written consent of the Indemnified Party, unless Party (which shall not be unreasonably withheld) before entering into any settlement of or ceasing to defend such settlement, compromise or discharge of such Third-Third Party Claim by its terms obligates if the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, settlement does not expressly and releases unconditionally release the Indemnified Party completely in connection from all liabilities and obligations with respect to such Third-Third Party Claim. Whether Claim without prejudice or not the Indemnifying settlement or cessation imposes injunctive or other equitable relief against the Indemnified Party assumes the defense of a Third-Party Claim, and (ii) the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer be entitled to settle, compromise or discharge, participate in the defense of such Third-Third Party Claim without and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel at the Indemnifying Party’s prior written consentexpense or (ii) the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. (cd) In Each party shall cooperate, and cause their respective Affiliates to cooperate, in the event defense or prosecution of any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Third Party Claim being asserted against and shall furnish or sought cause to be collected from furnished such Indemnified Partyrecords, the 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 deliver notice of such claim promptly use reasonable best efforts to the Indemnifying Partycollect any amounts available under insurance coverage, 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 other Person alleged to be responsible, for any Damages payable under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying PartySection 11.02.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party The party seeking indemnification under Section 11.02 (each, an “the "Indemnified Party”") agrees 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 deliver give prompt notice thereof to the Seller party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the Purchasercommencement of any suit, as action or proceeding ("Claim") in respect of which indemnity may be sought under such Section and will provide the case may be, (the “Indemnifying Party”), promptly after receipt by Party such Indemnified Party of written notice of the Third-Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as that the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that such failure shall have materially prejudiced the Indemnifying Party is actually prejudiced by such failureParty. (b) An The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and be entitled to participate in the defense thereofof any Claim asserted by any third party ("Third Party Claim") and, but subject to the fees and expenses of such counsel limitations set forth in this Section, shall be at the expense of the Indemnified Party; provided, that, ifentitled to control and appoint lead counsel for such defense, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, each case at its expense. (c) If the Indemnifying Party shall be responsible for assume the reasonable fees and expenses control of one counsel to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Third Party Claim, the Indemnified Party shall reasonably cooperate Claim in accordance with the Indemnifying Party in such defense and make available to the Indemnifying Party such witnessesprovisions of this Section 11.03, 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, (i) the Indemnifying Party shall not settle, compromise or discharge such Third-Party Claim without obtain the prior written consent of the Indemnified Party, unless such settlement, compromise or discharge Party (which shall not be unreasonably withheld) before entering into any settlement of such Third-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 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 mitigate in accordance with Applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its terms obligates loss after the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, and releases has paid the Indemnified Party completely under any indemnification provision of this Agreement in connection with such Third-Party Claim. Whether or not the Indemnifying Party assumes the defense respect of a Third-Party Claimthat loss, 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 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 prior written consent's reasonable costs of mitigation) within two Business Days after the benefit is received. (cf) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the Each Indemnified Party shall deliver notice of such claim promptly use reasonable efforts to the Indemnifying Partycollect any amounts available under insurance coverage, 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 other Person alleged to be responsible, for any Damages payable under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying PartySection 11.02.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party Any Person seeking indemnification under this Section 5 (each, an the “Indemnified PartyPerson”) 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 deliver give prompt notice thereof to the Seller or the Purchaser, as the case may be, party against whom indemnity is sought (the “Indemnifying PartyPerson”), promptly after receipt by such Indemnified Party of written notice ) of the Third-assertion of any Third Party Claim, describing in reasonable detail ; provided that no delay on the facts giving rise to any claim for indemnification hereunder, the amount or method of computation part of the amount of such claim (if known) and such other information with respect thereto as Indemnified Person in notifying the Indemnifying Party may reasonably request. The failure to provide such notice, however, Person shall not release relieve the Indemnifying Party from Person of any of its obligations under this Article XILiability or obligation hereunder, except to the extent that the Indemnifying Party is actually Person has been irreparably prejudiced by such failurethereby. (b) An Indemnifying Party shall have the right, upon written If an Indemnified Person gives notice to the Indemnified Indemnifying Person pursuant to Section 5.3(a) of the assertion of a Third Party within thirty Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third Party Claim and, to the extent that it wishes (30unless (i) days after receipt of notice from 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 of the commencement of Claim and provide indemnification with respect to such Third-Third Party Claim), to assume the defense thereof at the expense of the Indemnifying such Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the Indemnifying Party Person assumes the defense of such Third-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 Party 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 the right no liability with respect to employ separate counsel and to participate in the defense thereof, but the fees and expenses any compromise or settlement of such counsel shall be at the expense Third Party Claims effected without its written consent. If notice is given to an Indemnifying Person of the Indemnified Party; provided, that, if, in the reasonable opinion assertion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified any Third Party Claim and the Indemnifying PartyPerson does not, within ten (10) days after the Indemnifying Party shall be responsible for Indemnified Person’s notice is given, give notice to the reasonable fees and expenses Indemnified Person of one counsel its election to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes assume 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-Third Party Claim, the Indemnifying Person will be bound by any determination made in such Third Party shall not settle, Claim or any compromise or discharge such Third-Party Claim without the prior written consent of settlement effected by 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 releases the 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 consentPerson. (c) In Notwithstanding the event any foregoing, if an Indemnified Party should have Person determines in good faith that there is a claim against an Indemnifying Party hereunder reasonable probability that does not involve a Third-Third Party Claim being asserted against may adversely affect it or sought its Affiliates other than as a result of monetary damages for which it would be entitled to be collected from such Indemnified Partyindemnification under this Agreement, the Indemnified Party shall deliver Person may, by notice of such claim promptly to the Indemnifying PartyPerson, describing 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 reasonable detail the facts giving rise to which a Proceeding in respect of a Third Party Claim is brought against any claim for indemnification hereunder, the amount or method of computation member 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity Purchaser Group for purposes of any claim for indemnity by that a member of the Indemnified Party 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 Purchaser Group may have under this Agreement with respect to such mattersProceeding or the matters alleged therein and agree that process may be served on Seller with respect to such a claim anywhere in the world. (e) With respect to any Third Party Claim subject to indemnification under this Section 5: (i) both the Indemnified Person and the Indemnifying Person, 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) 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 each caserespect 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 reasonably required 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 Indemnifying Partyparty from whom indemnification is sought and shall be paid promptly after such notice.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party The party seeking indemnification under Section 11.02 (each, an “Indemnified Party”the "INDEMNIFIED PARTY") agrees 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 deliver give prompt notice thereof to the Seller party against whom indemnity is sought (the "INDEMNIFYING PARTY") of the assertion of any claim, or the Purchasercommencement of any suit, as action or proceeding ("CLAIM") in respect of which indemnity may be sought under such Section and will provide the case may be, (the “Indemnifying Party”), promptly after receipt by Party such Indemnified Party of written notice of the Third-Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as that the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that such failure shall have adversely affected the Indemnifying Party is actually prejudiced by such failureParty. (b) An The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and be entitled to participate in the defense thereofof any Claim asserted by any third party ("THIRD PARTY CLAIM") and, subject to the limitations set forth in this Section, shall be entitled to assume the control of and appoint lead counsel for such defense, in each case at its expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, 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. The fees and expenses of such separate counsel shall be at the expense of paid by the Indemnified Party; provided, that, if, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between . The Indemnifying Party shall have no indemnification obligations with respect to any Third Party Claim that shall be settled by 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 Indemnifying 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 releases the 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 which consent shall not admit any Liability with respect tobe unreasonably withheld, delayed or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consentconditioned. (cd) In Each party shall cooperate, and cause their respective Affiliates to cooperate, in the event defense or prosecution of any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Third Party Claim being asserted against and shall furnish or sought cause to be collected from furnished such Indemnified Partyrecords, the Indemnified Party shall deliver notice of information and testimony, and attend such claim promptly to the Indemnifying Partyconferences, describing discovery proceedings, hearings, trials or appeals, as may be reasonably requested 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 prejudiced by such failureconnection therewith. The Indemnified Party shall reasonably cooperate and assist keep the Indemnifying Party in determining fully informed of the validity defense of any claim for indemnity Third Party Claim conducted by the such Indemnified Party. (e) Each Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing use reasonable access efforts to and copies of informationcollect any amounts available under insurance coverage, records and documents relating or from any other Person alleged to such mattersbe responsible, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters, in each case, to the extent reasonably required by the Indemnifying Partyfor any Damages payable under Section 11.02.

Procedures. (ai) In order for a Purchaser Except as otherwise provided in this Agreement, any party seeking any indemnification under this Section 9.2 (an "Indemnified Party") shall give the party from whom indemnification is being sought (an "Indemnifying Party") notice (and also to the Agent in the case of claims against the Escrow Fund or any Manager Shareholder) of any matter which such Indemnified Party has determined has given or could give rise to a Seller Indemnified Party (each, an “Indemnified Party”) to be entitled to any right of indemnification provided for under this Agreement as soon as practicable after the party potentially entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 9.2. With respect to any claims for indemnification under this Section 9.2 by an Inland Indemnified Party, IREIC (with respect to the Advisor) or the Agent (with respect to each Manager Shareholder and the Participating Shareholders) shall have sole and exclusive authority to act for and in the name of such Indemnified Party. With respect to any claims for indemnification under this Section 9.2 by a result REIT Indemnified Party, IREIC (with respect to the Advisor) or the Agent (with respect to each Manager Shareholder and the Participating Shareholders) shall have sole and exclusive authority to act for and in the name of a Loss or a claim or demand made by such Indemnifying Party. (ii) The liability of an Indemnifying Party under this Section 9.2 with respect to Damages arising from claims of any third Person against party which are subject to the indemnification provided for in this Section 9.2 ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions. If an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within twenty (a “Third-Party Claim”), such Indemnified Party shall deliver notice thereof to 20) days of the Seller or the Purchaser, as the case may be, (the “Indemnifying Party”), promptly after receipt by such the Indemnified Party of written notice of such notice; provided, however, that 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, notice shall not release the Indemnifying Party from any of its obligations under this Article XI, Section 9.2 except to the extent that the Indemnifying Party is actually materially and irreparably prejudiced by such failure. (b) An . The Indemnifying Party shall have be entitled to assume and control the rightdefense of such Third Party Claim at its expense and through counsel of its choice if it acknowledges, upon written without qualification, its indemnification obligations hereunder and gives notice of its intention to do so to the Indemnified Party within thirty (30) days after of the receipt of such notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, thathowever, if, in the reasonable opinion of counsel for the Indemnified Party, that if there is exists a material conflict of interest between (other than one that is of a monetary nature) that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnifying Party shall not be responsible for obligated to pay the reasonable fees and expenses of more than one separate counsel for all Indemnified Parties, taken together (except to the extent that local counsel are necessary or advisable for the conduct of such Indemnified action or proceeding, in which case the Indemnifying Party in connection with shall also pay the reasonable fees and expenses of any such defenselocal counsel). If the Indemnifying Party assumes shall not assume the defense of any Third-Third Party ClaimClaim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that in settling any action in respect of which indemnification is payable under this Article, it shall act reasonably and in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party such Party, all witnesses, pertinent records, materials and information in the Indemnified Party’s 's possession or under the Indemnified Party’s 's control relating thereto as is reasonably required by the Indemnifying Party. If Similarly, in the Indemnifying event the Indemnified Party assumes is, directly or indirectly, conducting the defense of against any Third-such Third Party Claim, the Indemnifying Party shall not settlecooperate with the Indemnified Party in such defense and make available to the Indemnified Party, compromise all such witnesses, records, materials and information in the Indemnifying Party's possession or discharge such Third-under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party Claim shall not, without the prior written consent of the Indemnified Party, unless such settlement, (i) settle or compromise any Third Party Claim or discharge consent to the entry of any judgment which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third-Party Claim by its terms obligates the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Third Party Claim, and releases (ii) settle or compromise any Third Party Claim if the settlement imposes equitable remedies or material obligations on the Indemnified Party completely in connection with other than financial obligations for which such Third-Indemnified Party Claim. Whether will be indemnified hereunder, or not (iii) settle or compromise any Third Party Claim if the Indemnifying Party assumes result is to admit civil or criminal liability or culpability on the defense part of a Third-Party Claim, the Indemnified Party shall not admit any Liability or that gives rise to criminal liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third-the Indemnified Party. No 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 which is 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 defended 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 prejudiced good faith by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining accordance with the validity terms of any claim for indemnity this Agreement shall be settled or compromised by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies without the written consent 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 matters, in each case, to the extent reasonably required by the Indemnifying Party.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party Any Person entitled to be indemnified under this Article IX (each, an the “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 deliver promptly give written notice thereof to the Seller or the Purchaser, as the case Party from whom indemnification may be, be sought (the “Indemnifying Party”) of any pending or threatened Proceeding against the Indemnified Party that has given or would reasonably be expected to give rise to such right of indemnification with respect to such Proceeding (a “Third Party Claim”), promptly after receipt by indicating, with reasonable specificity, the nature of such Indemnified Party of written notice of the Third-Third Party Claim, describing in reasonable detail the facts giving rise to basis therefor, a copy of any claim for indemnification hereunderdocumentation received from the third party, the amount or method of computation and calculation of the amount Covered Losses for which the Indemnified Party is entitled to indemnification under this Article IX (and, to the extent known, a good faith estimate of any such claim future Covered Losses relating thereto), and the provision(s) of this Agreement in respect of which such Covered Losses shall have occurred (if known) a “Third Party Claim Notice”), and such other information with respect thereto as the Indemnified Party shall promptly deliver to the Indemnifying Party may any information or documentation related to the foregoing reasonably requestrequested by the Indemnifying Party. The A failure by the Indemnified Party to provide such notice, however, give a Third Party Claim Notice and to tender the defense of the Proceeding in a timely manner pursuant to this Section 9.4(a) shall not release limit the obligations of the Indemnifying Party from any of its obligations under this Article XIIX, except to the extent that the such Indemnifying Party is actually prejudiced by such failurethereby. (b) An With respect to any Third Party Claim, the Indemnifying Party under this Article IX shall have the right, upon written notice to but not the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claimobligation, to assume the defense thereof control and defense, at its own expense and by counsel of its own choosing, of such Third Party Claim and any Third Party Claims related to the expense same or a substantially similar set of facts; provided that the Indemnifying Party with shall not be entitled to assume the control and defense of such Third Party Claim, and shall pay the reasonable fees and expenses of counsel selected retained by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, if such Third Party Claim is a criminal Proceeding. If the Indemnifying Party assumes so undertakes to control and defend any such Third Party Claim, it shall notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate fully with the Indemnifying Party and its counsel in the defense of against, and settlement of, any such Third-Third Party Claim; provided, however, that the Indemnifying Party shall not settle any such Third Party Claim without the written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless such settlement does not involve any injunctive relief against or any finding or admission of any violation of Law or wrongdoing by the Indemnified Party, and any money damages are borne solely by the Indemnifying Party. Subject to the foregoing, the Indemnified Party shall have the right to employ separate legal counsel and to participate in in, but not control, the defense thereof, but the fees and expenses of such Proceeding at its own cost and expense; provided that, subject to the provisions of this Article IX, the Indemnifying Party shall bear the reasonable fees of one firm of legal counsel shall be at the expense (and one additional firm of the legal counsel in each jurisdiction implicated in such Proceeding) representing all Indemnified Party; provided, thatParties in such Proceeding and all related Proceedings, if, but only if, the defendants in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the such Proceeding include both an Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have reasonably concluded, based on the advice of legal counsel, that there is a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Proceeding. In any event, the Indemnified Party shall be responsible for the reasonable fees and expenses of one cause its legal counsel to such cooperate with the Indemnifying Party and its legal counsel and shall not assert any position in any Proceeding inconsistent with that asserted by the Indemnifying Party. No Indemnified Party in connection with such defensemay settle any Third Party Claim without the written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). If the Indemnifying Party assumes does not assume the control and defense of a Third Party Claim, it shall nevertheless be entitled to participate in the defense of any Third-Party Claimsuch Proceeding at its own cost and expense, and the Indemnified Party shall reasonably cooperate fully with the Indemnifying Party in such defense and make available to the Indemnifying Party such witnesses, pertinent records, materials and information its counsel 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 against, and settlement of, any Third-such 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 releases the 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 that any Indemnified Party should has or may have a an indemnification claim against an any Indemnifying Party hereunder under this Article IX that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such Indemnified PartyClaim, the Indemnified Party shall deliver promptly give written notice of such claim promptly thereof to the Indemnifying PartyParty indicating, describing in with reasonable detail specificity, the facts giving rise to any claim for indemnification hereundernature of such claim, the basis therefor, the amount or method of computation and calculation of the amount Covered Losses for which the Indemnified Party is entitled to indemnification under this Article IX to the extent known (and a good-faith estimate of any such claim future Covered Losses relating thereto), and the provision(s) of this Agreement in respect of which such Covered Losses shall have occurred (if known) a “Self-Claim Notice”), and such other information with respect thereto as the Indemnified Party shall promptly deliver to the Indemnifying Party may any information or documentation related to the foregoing reasonably requestrequested by the Indemnifying Party. The A failure by the Indemnified Party to provide such notice, however, give notice in a timely manner pursuant to this Section 9.4(c) shall not release limit the obligations of the Indemnifying Party from any of its obligations under this Article XI IX, except to the extent that the such Indemnifying Party is prejudiced by such failurethereby. The Indemnified Party shall reasonably cooperate and assist If the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party 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 disputes its liability with respect to such mattersclaim, in each case, to the extent reasonably required by the Indemnifying PartyParty and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in the appropriate court of competent jurisdiction set forth in Section 10.8.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party Each Person seeking indemnification under this ‎Article 11 (each, an the “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 deliver give prompt written notice thereof to the Seller or the Purchaser, as the case may be, Person from whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Action by any third party (“Third Party Claim”); provided, promptly after receipt by such that the failure of the Indemnified Party of written to give notice of the Third-Party Claim, describing as provided in reasonable detail the facts giving rise to this ‎Section 11.03‎(a) shall not relieve 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 XI‎Section 11.02, except to the extent that such failure actually and materially 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 actually prejudiced with such other information with respect to any such Third Party Claim reasonably requested by such failure. (b) An the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, upon delivery of written notice to the Indemnified Party within thirty twenty (3020) days Business Days after receipt of notice of such Third Party Claim from the Indemnified Party Party, to be represented by counsel of its choice and, subject to the commencement of limitations set forth in this ‎Section 11.03 and ‎Section 11.06 with respect to Environmental Indemnity Matters, to assume control of, and defend against, negotiate, settle (subject to clause ‎(b)) or otherwise deal with such Third-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 assume, defend against, negotiate, settle or otherwise deal with any Third Party Claim or any Environmental Indemnity Matter pursuant to this ‎Article 11, then the Indemnified Party may assume, defend against, negotiate, settle (subject to clause ‎(b)) or otherwise deal with such Third Party Claim or Environmental Indemnity Matter, at the Indemnifying Party’s sole cost and expense to the extent such costs and expenses constitute indemnifiable Damages hereunder. If the Indemnifying Party shall assume the defense thereof of any Third Party Claim or the resolution of any Environmental Indemnity 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 Indemnity 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 with counsel selected if (i) requested by the Indemnifying Party and reasonably satisfactory to participate, (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnified Party shall be entitled to indemnification for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Third Party Claim or Environmental Indemnity Matter. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim or any Environmental Indemnity Matter pursuant to this ‎Article 11 unless (i) prior to doing so, the Indemnifying Party provides a written undertaking to the Indemnified Party whereby the Indemnifying Party acknowledges that, assuming as true the allegations of the Indemnified Party, it is required to indemnify the Indemnified Party with respect to such Third Party Claim, (ii) the Indemnifying Party conducts the defense of the Third Party Claim in a commercially reasonable and diligent manner and (iii) the Third Party Claim does not relate to Taxes, is not brought by a Governmental Body, does not relate to criminal charges, and the relief sought is not primarily limited to monetary damages or if not so limited, the applicable non-monetary remedy would reasonably be expected to be material to the Indemnified Party and its Affiliates. (b) Notwithstanding anything in this ‎Section 11.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment (in each case, such consent not to be unreasonably withheld, delayed or conditioned). 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 (other than, for the avoidance of doubt, the payment of the Deductible to the extent applicable), (ii) such settlement does not permit any Order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party or otherwise impose any sanctions, restrictions or obligations on the Indemnified Party and (iii) such settlement includes an unconditional release of such Indemnified Party from all Liability on claims that are the subject matter of such Third Party Claim and does not include any statement as to or any admission of fault, violation of Applicable Law culpability or failure to act by or on behalf of any Indemnified Party. If the Indemnifying Party assumes makes any payment on any Third Party Claim or in respect of any Environmental Indemnity Matter, then the defense Indemnifying Party shall be subrogated, to the extent of such Third-Party Claimpayment, to all rights and remedies of the Indemnified Party shall have to any insurance benefits (other than with respect to the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of PLL policy unless such counsel shall be at the expense subrogation is expressly permitted) or other claims of the Indemnified Party; providedParty with respect to such Third Party Claim or Environmental Indemnity Matter, thatas applicable. (c) After any decision, ifjudgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in the reasonable opinion of counsel for the Indemnified Partyaccordance with this ‎Article 11), there is a conflict of interest between or the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel have arrived at a mutually binding agreement with respect to such Indemnified a Third Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Party ClaimClaim hereunder, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available forward to the Indemnifying Party such witnesses, pertinent records, materials notice of any sums due and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required owing by the Indemnifying Party. If Party pursuant to this Agreement with respect to such matter. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, at the Indemnifying Party assumes the defense sole cost and expense 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 extent such costs and expenses are indemnifiable Damages hereunder, in the defense or prosecution of the Liability 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 with such Third-Party Claim, and releases the 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 consenttherewith. (ce) In the event any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim promptly Notwithstanding anything to the Indemnifying Partycontrary in this ‎Section 11.03 or ‎Section 11.04, describing in reasonable detail the facts giving rise neither this ‎Section 11.03 nor ‎Section 11.04 shall apply to any claim indemnification for indemnification hereunder, the amount a Tax Claim 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 the Tax Representations. The procedures for such matters, in each case, to the extent reasonably required indemnification shall be governed solely by the Indemnifying Party‎Section 8.07(d) and ‎(e).

Procedures. Any indemnification of Grifols, Grifols Affiliates, Cadence, or Cadence Affiliates hereunder shall include and extend to the benefit of their respective shareholders, directors, officers and employees. Any person that may be entitled to indemnification under this Agreement (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) shall give written notice to be entitled the Person obligated to indemnify it (an “Indemnifying Party”) with reasonable promptness upon becoming aware of any indemnification provided for under this Agreement as a result of a Loss or 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 the Indemnified Party. The Indemnifying Party shall have the right to undertake the defense of any claim, demand, suit, action or demand made proceeding by any third Person against the Indemnified Third Party (a “Third-Third Party Claim”), such ) with counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall deliver notice thereof to cooperate in such defense and make available all records, materials and witnesses reasonably requested by the Seller or Indemnifying Party in connection therewith at the Purchaser, as the case may be, (the “Indemnifying Party”), promptly after receipt by such Indemnified ’s expense. If the Indemnifying Party of written notice shall have assumed the defense 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 Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; 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 be liable to the Indemnified Party for any legal or discharge such other expenses (other than for reasonable costs of investigation) subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnifying Party shall not be liable for any Third-Party Claim settled without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the prior written consent of the Indemnified PartyParty prior to ceasing to defend, unless settling or otherwise disposing of any Third-Party Claim if as a result thereof the Indemnified Party would become subject to injunctive or other equitable relief or if the Indemnified Party may reasonably object to such settlement, compromise or discharge disposition 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 releases based on a continuing adverse effect on the 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 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 XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying Party.

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

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party Any Person that may be entitled to indemnification under this Article VII (each, an the “Indemnified Party”) shall give prompt written notification (a “Third-Party Claim Notice”) to be entitled the Party from whom indemnification is sought (the “Indemnifying Party”) after receipt by the Indemnified Party of notice of the commencement of any action, suit or proceeding relating to any indemnification provided for under a third-party claim against an Indemnified Party in respect of which such Indemnified Party may seek indemnity pursuant to this Agreement as a result of a Loss or (including a claim or demand made by any a third Person party against the Indemnified Party (Party, such claim by a third party being a “Third-Party Claim”), such Indemnified Party shall 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 and circumstances with respect to any claim for indemnification hereunder, the amount or method subject matter of computation such Third-Party Claim and the a good faith estimate of the amount of such claim (if known) and such other information with respect thereto as claimed Covered Losses; provided that the Indemnifying Party may reasonably request. The failure to provide such notice, however, notice shall not release the Indemnifying Party from any of its obligations under this Article XIVII, except to the extent that the Indemnifying Party is actually prejudiced by suffers actual loss or prejudice as a result of such failurefailure or delay. (b) An Upon receipt of a notice of a Third-Party Claim for indemnity from an Indemnified Party: (i) the Indemnifying Party shall have the rightwill be entitled, upon written by notice to the Indemnified Party delivered within thirty (30) days after [***] of the receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof and control of such Third-Party Claim (at the expense Indemnifying Party’s expense) if the relief sought in such Third-Party Claim is (A)(x) solely monetary and the Indemnifying Party, prior to the assumption of such defense, agrees in writing that any Liability related to or arising from such Third-Party Claim shall be deemed a Covered Loss under this Article VII for which the Indemnified Party is entitled to indemnification (the “Liability Assumption” and, for the sake of clarity, it being understood that such Liability Assumption shall not extend to any material amendment to a Third-Party Claim nor shall the -58- [***] Confidential Treatment Requested - Indemnifying Party have control of the Third-Party Claim with respect to such material amendment unless such Indemnifying Party complies with counsel selected this Section 7.4(b)(i) with respect to such material amendment), and (y) does not seek an injunction or equitable relief against the Indemnified Party and (B) such Third-Party Claim is not related to or otherwise arises in connection with any criminal or regulatory enforcement Proceeding. Notwithstanding an election by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes assume the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ one separate counsel to monitor and consult with respect to, and to participate in the defense thereofas counsel of record, but not to direct such Proceeding, and the fees Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel shall be at the expense if (A) there exists a conflict of the Indemnified Party; providedinterest, that, if, in the reasonable opinion of as advised by outside counsel for the Indemnified Party, there is a conflict of interest 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, the Indemnifying Party shall be responsible for allow the reasonable fees and expenses of one counsel to such Indemnified Party a reasonable opportunity to participate in connection the defense of such Third-Party Claim with such defense. its own counsel and at its own expense. (ii) If the Indemnifying Party assumes does not assume the defense and control of any Third-Party Claim pursuant to Section 7.4(b)(i), 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 to monitor and consult with counsel for the Controlling Party, and participate in the defense as counsel of record (but not direct) such Third-Party Claim, at the Indemnifying Party’s own expense. Each of the Indemnifying Party and the Indemnified Party shall, and shall cause each of its respective Representatives to, reasonably cooperate with the other in the defense of any Third-Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense including by furnishing books and make available to the Indemnifying Party such records, personnel and 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 appropriate for any defense of any such Third-Party Claim, and shall keep such Persons informed of all developments relating to any such Third-Party Claims, and provide true, complete and correct copies of all relevant correspondence and documentation relating thereto; provided that either Party may restrict the Indemnifying 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 settlein 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) The Party which has assumed control of the defense of the Third-Party Claim (the “Controlling Party”) shall not be authorized to consent to a settlement or compromise of, or discharge such the entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnified party not controlling the defense (the “Non-Controlling Party, unless ,” and such settlement, compromise a “Unilateral Settlement”) (such consent not to be unreasonably withheld, unconditioned or discharge delayed) unless (A) the Non-Controlling Party, as a condition to settlement, is given a complete and unconditional release of any and all Liabilities by all relevant parties to such Third-Party Claim; (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; and (C) such Third-Party Claim by its terms obligates the Indemnifying Party to pay the full amount does not involve any non-monetary relief of the Liability in connection with such Third-Party Claim, and releases the 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. kind (cincluding any injunctive relief) In the event against any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Party Claim being asserted against or sought to be collected from such finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party; provided, in the Indemnified event a Unilateral Settlement is entered into by a Controlling Party shall deliver notice of such claim promptly to that is not the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation existence and terms of the amount Unilateral Settlement shall be disregarded for the purposes 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 determining whether any of its obligations indemnification obligation is owed under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying PartyVII.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party The party seeking indemnification under Section 9.2 (each, an “the "Indemnified Party”") agrees 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 deliver give prompt notice thereof to the Seller party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the Purchasercommencement of any suit, as action or proceeding ("Claim") in respect of which indemnity may be sought and will provide the case may be, (the “Indemnifying Party”), promptly after receipt by Party such Indemnified Party of written notice of the Third-Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as that the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that such failure shall have adversely prejudiced the Indemnifying Party is actually prejudiced by such failureParty. (b) An Subject to the limitations set forth in this Section 9.3, the Indemnifying Party shall have be entitled to control the rightdefense, upon written notice to the Indemnified Party within thirty and appoint lead counsel for such defense, of any Claim asserted by any third party (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-"Third Party Claim"), to assume the defense thereof in all cases at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. 's expense. (c) If the Indemnifying Party assumes the control of the defense of such Third-any Third Party ClaimClaim in accordance with the provisions of this Section 9.3, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, 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, (i) 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 obtain the prior written consent of the Indemnified Party, unless such settlement, compromise or discharge Party (which shall not be unreasonably withheld) before entering into any settlement 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-Third Party Claim, and releases if the settlement does not include an unconditional release of the Indemnified Party completely in connection from all liabilities and obligations with respect to such Third-Third Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, Claim and (ii) the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer be entitled to settle, compromise or discharge, participate in the defense of such Third-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 and to be collected from employ separate counsel of its choice for such Indemnified Party, the Indemnified Party shall deliver notice purpose. The fees and expenses 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, separate counsel shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity be paid by the Indemnified Party 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 matters, in each case, to the extent reasonably required by the Indemnifying Party.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party The party seeking indemnification under Section 9.02 (each, an the “Indemnified Party”) agrees 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 deliver give prompt notice thereof to the Seller or the Purchaser, as the case may be, party against whom indemnity is sought (the “Indemnifying Party”), promptly after receipt by such Indemnified Party of written notice ) of the Third-assertion of any claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under such Section and will provide the Indemnifying 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 that the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that such failure shall have adversely prejudiced the Indemnifying Party is actually prejudiced by such failureParty. (b) An The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and be entitled to participate in the defense thereofof any Claim asserted by any third party (“Third Party Claim”) and, but subject to the fees and expenses of such counsel limitations set forth in this Section, shall be at the expense of the Indemnified Party; provided, that, ifentitled to control and appoint lead counsel for such defense, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, each case at its expense. (c) If the Indemnifying Party shall be responsible for assume the reasonable fees and expenses control of one counsel to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Third Party Claim, the Indemnified Party shall reasonably cooperate Claim in accordance with the Indemnifying Party in such defense and make available to the Indemnifying Party such witnessesprovisions of this Section 9.03, 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, (i) the Indemnifying Party shall not settle, compromise or discharge such Third-Party Claim without obtain the prior written consent of the Indemnified Party, unless such settlement, compromise or discharge Party (which shall not be unreasonably withheld) before entering into any settlement 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-Third Party Claim, and releases if the settlement does not release the Indemnified Party completely in connection from all liabilities and obligations with respect to such Third-Third Party Claim. Whether Claim or not the Indemnifying Party assumes settlement imposes injunctive or other equitable relief against the defense of a Third-Party ClaimIndemnified Party, and (ii) the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer be entitled to settle, compromise or discharge, participate in the defense of such Third-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 and to be collected from employ separate counsel of its choice for such Indemnified Party, the Indemnified Party shall deliver notice purpose. The fees and expenses 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, separate counsel shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity be paid by the Indemnified Party 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 matters, in each case, to the extent reasonably required by the Indemnifying Party.

Procedures. (a) In order for a Purchaser Buyer Indemnified Party or a Seller Indemnified Party (each, an the “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-Third Party Claim”), such Indemnified Party shall deliver notice thereof to the Seller or the Purchaser, as the case may be, party against whom indemnity is sought (the “Indemnifying Party”), promptly ) as soon as reasonably practicable after receipt by such Indemnified Party of written notice of the Third-Third Party Claim, describing (to the extent such information is available to the Indemnified Party) in reasonable detail (i) the facts giving rise to any such claim for indemnification hereunder, (ii) the amount or method of computation of the amount of such claim claim, or if such information is not then available to the Indemnified Party, a good faith estimate of the amount of such claim, (if iii) each individual item of Loss included in the amount so stated, to the extent known, (iv) the date such item was paid or properly accrued and (v) the nature of the breach of representation, warranty, covenant or agreement with respect to which such Indemnified Party claims to be entitled to indemnification hereunder (all of the foregoing, the “Claim Information”), and shall provide any 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, VIII except to the extent that the Indemnifying Party is actually prejudiced by such failure. For the avoidance of doubt, the Indemnifying Party shall retain control following Closing of the defense (including the right to designate legal counsel) of any Action pending as of Closing against the Seller and/or its post-closing Affiliates in connection with the matters described in Section 8.2(c). (b) An The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) 30 days after of receipt of notice from the Indemnified Party of the commencement of such Third-Third Party ClaimClaim and subject to the Indemnifying Party agreeing to indemnify and hold harmless the Indemnified Party for such Third Party Claim (subject to the limits set forth in this Article VIII), to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, 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-Third Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party such and the Indemnifying Party’s environmental consultants or other professional advisors, 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 PartyParty or its environmental consultants or other professional advisors. If the Indemnifying Party assumes the defense of any Third-Third Party Claim, the Indemnifying Indemnified Party shall not settle, compromise or discharge such Third-Party Claim without the prior written consent of the Indemnified Party, unless such agree to any settlement, compromise or discharge of such Third-Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the Liability liability in connection with such Third-Third Party Claim, and which releases the Indemnified Party completely in connection with such Third-Third Party Claim, provided, that such settlement, compromise or discharge (i) does not impose any equitable or other non-monetary remedies or obligations on the Indemnified Party or any of its Affiliates and (ii) does not involve a finding or admission of wrongdoing or any violation of Law or any violation of the rights of any Person by the Indemnified Party or any of its Affiliates. Whether or not the Indemnifying Party assumes the defense of a Third-Third Party Claim, the Indemnified Party shall not admit any Liability liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third-Third Party Claim without the Indemnifying Party’s prior written consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed). (c) In the event any Indemnified Party should have a claim against an any Indemnifying Party hereunder that does not involve a Third-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 containing the Claim Information (to the extent such information is available to the Indemnified Party) as soon as reasonably practicable to the Indemnifying Party, describing in reasonable detail the facts giving rise to and shall provide 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 55 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 prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 (such access to employees shall be during normal business hours, upon reasonable prior notice, under the supervision of the Indemnified Party’s personnel or designees and in such a manner as to not unreasonably interfere with the normal operations of the Indemnified Party) and providing legal and business other reasonable assistance with respect to such matters. The failure to provide notice or to follow the procedural provisions set forth herein, in each casehowever, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is prejudiced by such failure. (d) The Seller shall have the right, upon written notice to the Buyer, to assume operational control for the investigation and remediation of or response to any Seller Environmental Liability only to the extent related to a Contamination Liability as such term is defined herein, including control over the defense of and in any proceeding relating to, any related investigation and remedial measure. The Buyer shall have the right to control all actions for any Seller Environmental Liability related to an Environmental Compliance Liability as such term is defined herein, subject to the limitations set forth in this Section 8.4(d) and Section 8.5(b)(vii). The Seller’s obligations under this Article VIII with respect to all Seller Environmental Liabilities shall be limited to costs and damages reasonably required to comply with Environmental Laws using cost-effective and commercially reasonable methods to the extent permitted under Environmental Laws, including where appropriate for a Contamination Liability, the use of risk assessments, institutional controls, and deed restrictions consistent with the affected Real Property’s use as an industrial facility and such Environmental Laws, provided, that any institutional control, deed restriction or any other restriction or limitation on Real Property that materially affects the Buyer’s operations shall be approved in advance by the Indemnifying PartyBuyer, whose approval will not be unreasonably withheld. For each Contamination Liability for which Seller has assumed operational control, the Seller shall provide the Buyer with the opportunity and a reasonable time period to review in advance and comment on any proposed remedial action plan or regulatory submission related to any indemnified matter and such comments shall be incorporated to the extent they are consistent with Environmental Laws. The Seller shall keep the Buyer apprised of all material developments, including any delays, in Seller’s investigation, remediation of or response to any Contamination Liability. (e) In performing its obligations with respect to any Contamination Liability, the Seller shall indemnify the Buyer and (i) timely complete the environmental investigation and any response activities, including all cleanup and monitoring, required under Environmental Law and use its best efforts to obtain receipt of a no further action letter or other regulatory closure from the relevant Governmental Authority with respect to the applicable Seller Environmental Liability (“Regulatory Closure”) based upon the applicable Real Property’s current use as an industrial facility, and (ii) ensure that the completed remedy will not materially and adversely affect the value or operation of the applicable Real Property in respect of its current uses.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party A party seeking indemnification (each, an the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement as a result in respect of, arising out of or involving a Loss or a claim or demand made by any third Person person against the Indemnified Party (a “Third-Third Party Claim”), such Indemnified Party ) shall deliver notice (a “Claim Notice”) in respect thereof to the Seller Holder Representative, on behalf of the Holders, or the Purchaserto Parent, as applicable (the case may beHolder or Parent, (as applicable, the “Indemnifying Party”), promptly with reasonable promptness after receipt by such Indemnified Party of written notice of the Third-Third Party Claim, describing in reasonable detail and shall provide the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of Indemnifying Party with such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. For the avoidance of doubt, in each case where the Indemnified Party or the Indemnifying Party is, collectively, the Holders, all references to such Indemnified Party or Indemnifying Party, as the case may be, in this Section 8.4 shall be deemed (except for provisions relating to an obligation to make or a right to receive any payments) to refer to the Holder Representative acting on behalf of such Indemnified Party or Indemnifying Party, as applicable. The failure to provide deliver a Claim Notice, or any delay in providing such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article XI, VIII except to the extent that the Indemnifying Party is actually materially prejudiced by such failurefailure or such Claim Notice is not delivered on or prior to the expiration of the applicable survival period. (b) An The Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim, and the Indemnified Party shall have the sole right to defend, at the expense of the Indemnifying Party, any such Third Party Claim. The Indemnifying Party, for the avoidance of doubt, shall be liable for the fees and expenses of counsel employed by the Indemnified Party, as well as any other fees and expenses incurred in connection with defending such Third Party Claim, regardless of the outcome of any Third Party Claim (i.e., regardless as to whether or not the Indemnified Party is able to prevail on the merits of such Third Party Claim and regardless of whether or not the Indemnified Party obtains a final judgment that it is entitled to indemnification from the Indemnifying Party with respect to such Third Party Claim, the Indemnifying Party’s obligation to pay the fees and expense of counsel, as well as other fees and expenses incurred in defense of such Third Party Claim, shall be deemed a “Loss” and subject to indemnification hereunder), unless the Indemnifying Party can show with clear and convincing evidence that such defense was conducted in bad faith, in which case, the Indemnifying Party shall not be responsible for such fees and expenses that were the result of or attributable to such bad faith. The Indemnified Party shall have the right, upon written notice at its discretion, to settle any Third Party Claim; provided, however, that if the Indemnified Party within thirty (30) days after receipt settles a Third Party claim without the written consent of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; 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 may still contest the reasonable fees validity and expenses amount of one counsel to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense obligation of any Third-Party Claim, the Indemnified Party should owe to the Indemnified Party pursuant to this Agreement and the settlement shall reasonably not be deemed dispositive of the validity or amount of any such obligation. The Indemnifying Party shall cooperate with the Indemnifying Indemnified Party in such defense and make available to the Indemnifying Indemnified Party such all witnesses, pertinent records, materials and information in the Indemnified Indemnifying Party’s possession or under the Indemnified Indemnifying 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 releases the 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 An Indemnified Party should have seeking indemnification in respect of, arising out of or involving a Loss or a claim against an Indemnifying Party or demand hereunder that does not involve a Third-Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party (a “Direct Claim”) shall deliver notice of such claim promptly a Claim Notice in respect thereof to the Indemnifying PartyParty with reasonable promptness after becoming aware of facts supporting such Direct Claim, describing in reasonable detail and shall provide the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of Indemnifying Party with such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such noticedeliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article XI VIII except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party failure or such Claim Notice is not delivered on or prior to the expiration of the applicable survival period, and shall reasonably cooperate and assist 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. Following the delivery of a Claim Notice to the Holder Representative, subject to any attorney-client privilege or contractual or implied obligation of confidentiality of Parent or the Surviving Corporation, the Holder Representative and its representatives and agents shall be given reasonable access (including electronic access, to the extent available) as they may reasonably require to the books and records of the Surviving Corporation and reasonable access to such personnel or representatives of the Surviving Corporation and Parent upon no less than one (1) day’s advanced written notice and during the normal hours of operation for Parent and/or the Surviving Corporation, including but not limited to the individuals responsible for the matters that are the subject of the Claim Notice, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in determining the validity Claim Notice. If the Indemnifying Party does not notify the Indemnified Party within twenty (20) Business Days following its receipt of any claim for indemnity a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. If no agreement can be reached after good faith negotiation between the parties, either Parent or the Holder Representative may initiate formal legal action with the applicable court to resolve such dispute. Any final, non- appealable decision of the court as to the validity and amount of any claim in otherwise resolving such mattersClaim Notice shall be binding and conclusive upon the parties to this Agreement. (d) In the event the Holders are obligated to provide indemnification to an Indemnified Party, such obligations shall first be satisfied by distributions from the Indemnity Escrow Fund, and any dividends or distributions made on such shares, with any shares of Parent Common Stock released from the Indemnity Escrow Fund being valued at the Average Price. Such assistance If the indemnification obligations of Holders exceed the Indemnity Escrow Fund and cooperation such obligations are not terminated by the limitations set forth in this Article VIII, then each Holder shall include providing reasonable access satisfy such Holder’s indemnification obligations by delivering to and copies of information, records and documents relating to such matters, furnishing employees to assist the Indemnified Party cash in the investigation, defense and resolution amount of such matters Holder’s indemnification obligation. (e) The indemnification required hereunder shall be made by prompt payment by the Escrow Agent (to the extent of any amounts then held in the Indemnity Escrow Fund if applicable) or the Indemnifying Party (to the extent the Indemnity Escrow Fund has been depleted or claims for Losses exceed the amounts held in the Indemnity Escrow Fund) of the amount of actual Losses in connection therewith, as and providing legal when bills are received by the Indemnifying Party or Losses incurred have been notified to the Indemnifying Party, together with interest on any amount not paid to the Indemnified Party by the Escrow Agent or the Indemnifying Party, as applicable, within fifteen (15) Business Days after a final determination that a viable Loss is subject to indemnification hereunder, with such interest being payable from the date such Losses have been finally determined as being owed by an Indemnifying Party to an Indemnified Party, at a rate equal to 10% per annum, calculated on the basis of a year of 365 days and business assistance the number of days elapsed. (f) 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. (g) Notwithstanding the provisions of Section 10.10, 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 matters, in Action or the matters alleged therein and agrees that process may be served on each case, Indemnifying Party with respect to the extent reasonably required by the Indemnifying Partysuch claim anywhere.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be Each party entitled to any indemnification provided for under this Agreement (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 a result to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of a Loss or a claim or demand made any such Claim; provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claim, shall be approved by any third Person against the Indemnified Party (a “Third-Party Claim”whose approval shall not unreasonably be withheld), such Indemnified Party shall 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 Indemnified Party within thirty may participate in such defense at such party's expense (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the right to employ separate counsel Indemnifying Party and to participate the Indemnified Party in the defense thereofsuch action, but in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnified Indemnifying Party; provided), that, if, in and provided further that the reasonable opinion failure of counsel for the Indemnified Party, there is a conflict of interest between the any Indemnified Party and the Indemnifying Party, to give notice as provided herein shall not relieve 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 releases the 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 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 XI Agreement except to the extent that the Indemnifying Party is prejudiced by thereby. No Indemnifying Party, in the investigation or defense of any such failureClaim 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. The Each Indemnified Party shall reasonably cooperate and assist furnish such information regarding itself or the Claim in question as an Indemnifying Party may reasonably request in determining writing and as shall be reasonably required in connection with the validity of any claim for indemnity by the Indemnified Party investigation 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 matters, in each case, to the extent reasonably required by the Indemnifying PartyClaim.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party party (each, an the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement as a result in respect of, arising out of or involving a Loss or a claim or demand made by any third Person person against the Indemnified Party (a “Third-Third Party Claim”), such Indemnified Party shall deliver notice thereof to the Seller Stockholder Agent, on behalf of the Stockholders, and the individual Stockholder where the matter relates to a breach of such Stockholder’s representations, warranties or covenants in Article I of the PurchaserStockholder Agreement, or to Acquiror, as the case may be, applicable (the “Indemnifying Party”), and in each case to the Escrow Agent, promptly after receipt by such Indemnified Party of written notice of the Third-Third Party Claim, describing in reasonable detail Claim and shall provide the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of Indemnifying Party with 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, VIII except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. If any insurance carrier is obligated or agrees to defend any Third Party Claim in connection with any attempt to obtain insurance coverage with respect to such Third Party Claim, such defense shall be tendered to such insurance carrier and the rights of the parties among themselves regarding the assumption and control of such defense shall, as among one another, be subject to the requirements of such insurance carrier. (b) An If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against Losses that may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) 15 days after of receipt of notice from the Indemnified Party of the commencement of such Third-Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the this Section 8.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third-Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, that, if, Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the reasonable opinion of counsel for Indemnifying Party or (ii) the Indemnified Party, there is a conflict of interest between named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party shall be responsible for of both the reasonable fees Indemnifying Party and expenses of one counsel to such Indemnified Party in connection may present such counsel with such defensea conflict of interest. If the Indemnifying Party assumes the defense of any Third-Third Party Claim, the Indemnified Party shall reasonably shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party such 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-Third Party Claim, the Indemnifying Party shall not settlenot, compromise or discharge such Third-Party Claim without the prior written consent of the Indemnified Party, unless 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 discharge judgment (A) involves a finding or admission of wrongdoing, (B) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third-Third Party Claim by its terms obligates or (C) imposes equitable remedies or any obligation on the Indemnifying Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. The Indemnified Party may agree to pay any monetary settlement of, or the full amount entry of the Liability in connection with any judgment arising from, any such Third-Third Party Claim, but in the absence of the written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed, no settlement shall be determinative of the amount of Losses an Indemnified Party is entitled to recover pursuant to this Article VIII. The non-controlling party may participate in such defense at its own expense. The controlling party shall keep the non-controlling parties advised of the status of such Third Party Claim and releases the defense thereof. The non-controlling parties shall reasonably cooperate with and assist the controlling party in the defense of such Third Party Claim. The fees and expenses of counsel to the Indemnified Party 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 toto a Third Party Claim shall be considered Losses for purposes of this Agreement. Notwithstanding the foregoing, no Stockholders shall be entitled to (a) control any claim relating to intellectual property matters or for Taxes for any period after the Closing Date, or (b) settle, compromise either administratively or dischargeafter the commencement of litigation, any claim for Taxes which could adversely affect the liability of the Company for Taxes for any period (or offer to settleportion thereof) after the Closing Date, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consentconsent of Acquiror. (c) In the event any Indemnified Party should have a claim against an any Indemnifying Party hereunder that does not involve a Third-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 with reasonable promptness 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 XI VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party failure and shall reasonably cooperate and assist not relieve the Indemnifying Party in determining from any other obligation or liability that it may have to the validity Indemnified Party or otherwise than pursuant to this Article VIII. If the Indemnifying Party does not notify the Indemnified Party within 30 days following receipt of any such notice that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such claim for indemnity specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and in otherwise resolving such matters. Such assistance and cooperation the Indemnifying Party shall include providing reasonable access be obligated to and copies of information, records and documents relating to such matters, furnishing employees to assist in pay the investigation, defense and resolution amount of such matters liability to the Indemnified Party on demand, which may be effected as contemplated in Sections 8.4(d) and providing legal 8.7 herein. 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 (as consent to offset) promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. (d) The indemnification required hereunder in respect of a Third Party Claim shall be made, subject to the provisions of this Section 8.4 and business assistance not pending a dispute with respect thereto, by prompt offset against the Indemnity Escrow (and forfeiture and cancellation of the Acquiror Common Stock offset) in an amount equal to the Losses as determined based upon the Share Value, or where the Indemnity Escrow is insufficient (including due to forfeiture of Restricted Stock as contemplated by Section 2.11) to cover indemnifiable Losses or a Third Party Claim, against Restricted Stock of the Indemnifying Party (subject to the limitations in Section 8.5(a)), as and when invoices (as to which there is no pending dispute under Section 8.4) are received by the Indemnifying Party or Losses incurred (as to which there is no pending dispute under Section 8.4) have been notified to the Indemnifying Party, subject to Section 8.4(b) and (c), and to the extent such Restricted Stock is insufficient then by claim to the Securityholders. (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 mattersAction or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere. (g) Any Taxes that are the responsibility of the Stockholders pursuant to Section 8.2(f) shall be paid to Acquiror or the Survivor no later than five (5) days prior to the due date for the payment of such Taxes. If not paid by such date, in each caseAcquiror may seek indemnification therefor. (h) Pending the resolution or settlement of any dispute with respect to a claim for indemnification, to the extent reasonably required of such unresolved dispute, no payment for indemnification must be made and no Common Stock that may be the subject of such pending dispute held in the Indemnity Escrow or constituting Restricted Stock on the date of notification of the indemnification claim shall be forfeited and cancelled nor shall be released to any Indemnified Party, Acquiror or any Stockholder. Such dispute shall be deemed to be resolved upon (i) the mutual agreement of Acquiror and the Stockholder Agent (in the case of Stockholder indemnification for Company matters) and the Stockholder(s) in question (in the case of Stockholder indemnification solely relating to the Stockholder Agreement), or (ii) a final, non-appealable order, decree or judgment of a court of competent jurisdiction, or if agreed by the Indemnifying Partyparties to such dispute, a third party dispute resolution mechanism.

Procedures. (a) In order for a Purchaser Indemnified The Party or a Seller Indemnified Party seeking indemnification under Section 11.2 (each, an “the "Indemnified Party”") agrees to be entitled give prompt written notice to the party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any indemnification provided for under this Agreement as a result claim, or the commencement of a Loss any action or a claim or demand made by any third Person against the Indemnified Party proceeding (a “Third-Party "Claim”"), in respect of which indemnity may be sought for Damages hereunder and will provide the Indemnifying Party such Indemnified Party shall 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 that the Indemnifying Party may reasonably request, including in any case, copies of any summons, complaint or other pleading which may have been served and any written claim, demand, invoice, billing or other document evidencing or asserting the Claim, and a good faith estimate of the amount of the Claim for indemnity. The failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that such failure shall have adversely prejudiced the Indemnifying Party is actually prejudiced by such failureParty. (b) An The Indemnifying Party shall have be entitled to participate in the rightdefense of any Claim asserted by any third party ("Third Party Claim") and, upon written notice subject to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such Third-Party Claim, to assume the defense thereof in each case at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Partyits expense. If the Indemnifying Party assumes the defense control of such Third-Party Claimthe defense, the Indemnified Party shall have the right be entitled to employ counsel, at its expense, separate from the counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; provided, 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 employed by the Indemnifying Party. In any event, the parties shall cooperate in the defense or prosecution of any Third Party Claim. (c) If the Indemnifying Party assumes shall assume the control of the defense of any Third-Third Party ClaimClaim in accordance with the provisions of this Section 11.3, (i) the Indemnifying Party shall not settle, compromise or discharge such Third-Party Claim without obtain the prior written consent of the Indemnified Party, unless such settlement, compromise or discharge Party (which shall not be unreasonably withheld) before entering into any settlement 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-Third Party Claim, and releases if the settlement does not release the Indemnified Party completely in connection from all liabilities and obligations with respect to such Third-Third Party Claim. Whether Claim or not the Indemnifying settlement imposes injunctive or other equitable relief against the Indemnified Party assumes the defense of a Third-Party Claim, and (ii) the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer be entitled to settle, compromise or discharge, participate in the defense of such Third-Third Party Claim without and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnifying Indemnified Party’s prior written consent. (cd) In The Stockholders and Buyer shall cooperate, and cause their respective Affiliates to cooperate, in the event defense or prosecution of any Indemnified Party should have a claim against an Indemnifying Party hereunder that does not involve a Third-Third Party Claim being asserted against and shall furnish or sought cause to be collected 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) The Seller's Representative and Buyer shall make available to each other, their counsel and accountants all information and documents reasonably available to them which relate to any Third Party Claim subject to indemnity hereunder and to render to each other such assistance as may reasonably be required in order to ensure the proper and adequate defense of any such Third Party Claim. (f) The Seller's Representative and his Deputies (collectively the "Representatives") shall be free from such Indemnified Partyany liability when acting in good faith in accordance with any written advice or opinion received from legal counsel, an independent certified public accountant or other expert rendering advice or an opinion within the Indemnified Party area of his or her expertise. The Representatives shall deliver notice not be liable for any mistakes of such claim promptly fact or errors of judgment, or for any acts or omissions of any kind unless caused by willful misconduct or gross negligence of the Representatives with regard to their duties under this Agreement. The Stockholders and Buyer hereby covenant not to sue ▇▇▇ Representatives as a result of any and all loss, damage, liability or expense that the Representatives may sustain or incur as a result of any action taken in good faith hereunder and not due to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount Representatives' gross negligence 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 requestwillful misconduct. The failure covenant not to provide such notice, however, sue ▇▇ this Section 11.3(f) shall not release survive the Indemnifying Party from any termination of its obligations under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such 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 matters, in each case, to the extent reasonably required by the Indemnifying PartyAgreement.

Procedures. (a) In order for a Purchaser Indemnified Party or a Seller Indemnified Party The party seeking indemnification under Section 11.02 (each, an “the "Indemnified Party”") agrees 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 deliver give prompt notice thereof to the Seller party against whom indemnity is sought (the "Indemnifying Party") of the assertion of any claim, or the Purchasercommencement of any suit, as action or proceeding ("Claim") in respect of which indemnity may be sought under such Section and will provide the case may be, (the “Indemnifying Party”), promptly after receipt by Party such Indemnified Party of written notice of the Third-Party Claim, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as that the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release so notify the Indemnifying Party from any shall not relieve the Indemnifying Party of its obligations under this Article XIhereunder, except to the extent that such failure shall have adversely prejudiced the Indemnifying Party is actually prejudiced by such failureParty. (b) An The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and be entitled to participate in the defense thereofof any Claim asserted by any third party ("Third Party Claim") and, but subject to the fees and expenses of such counsel limitations set forth in this Section, shall be at the expense of the Indemnified Party; provided, that, ifentitled to control and appoint lead counsel for such defense, in the reasonable opinion of counsel for the Indemnified Party, there is a conflict of interest between the Indemnified Party and the Indemnifying Party, each case at its expense. (c) If the Indemnifying Party shall be responsible for assume the reasonable fees and expenses control of one counsel to such Indemnified Party in connection with such defense. If the Indemnifying Party assumes the defense of any Third-Third Party Claim, the Indemnified Party shall reasonably cooperate Claim in accordance with the Indemnifying Party in such defense and make available to the Indemnifying Party such witnessesprovisions of this Section 11.03, 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, (i) the Indemnifying Party shall not settle, compromise or discharge such Third-Party Claim without obtain the prior written consent of the Indemnified Party, unless such settlement, compromise or discharge Party (which shall not be unreasonably withheld) before entering into any settlement 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-Third Party Claim, and releases if the settlement does not release the Indemnified Party completely in connection from all liabilities and obligations with respect to such Third-Third Party Claim. Whether Claim or not the Indemnifying settlement imposes injunctive or other equitable relief against the Indemnified Party assumes the defense of a Third-Party Claim, and (ii) the Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge, or offer be entitled to settle, compromise or discharge, participate in the defense of such Third-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 and to be collected from employ separate counsel of its choice for such Indemnified Party, the Indemnified Party shall deliver notice purpose. The fees and expenses 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, separate counsel shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity be paid by the Indemnified Party 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 matters, in each case, to the extent reasonably required by the Indemnifying Party.

Procedures. (a) In order for a Purchaser All claims by any Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to shall be entitled to asserted and resolved in accordance with the following provisions. If 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 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 Indemnified Party within thirty (30) days after receipt of notice from the Indemnified Party of the commencement of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party; 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 releases the 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 which an Indemnifying Party hereunder that does not involve a Third-would be liable to an Indemnified Party Claim being is asserted against or sought to be collected from such Indemnified Party by a third party (a "Third Party Claim"), the Indemnified Party shall with reasonable promptness (but in no event later than ten (10) days after the Third Party Claim is so asserted or sought against the Indemnified Party) notify in writing the Indemnifying Party of such Third Party Claim enclosing a copy of all pages served and stating with reasonable specificity the circumstances of the Indemnified Party's claim for indemnification; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced. After receipt by the Indemnifying Party of such notice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party's notice to the Indemnifying Party as set forth above, and shall take all actions necessary, including but not limited to the posting of such bond or other security as may be required by any governmental authority, so as to enable the Third Party Claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall deliver notice of such claim promptly shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party, describing in reasonable detail the facts giving rise to Party for any claim for indemnification hereunder, the amount or method of computation of the amount of costs and expenses thereby incurred: (i) take such claim (if known) and such other information with respect thereto action as the Indemnifying Party may reasonably request. The failure to provide request in connection with such noticeaction, however, shall not release (ii) allow the Indemnifying Party from any to dispute such action in the name of its obligations under this Article XI except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating conduct a defense to such mattersaction on behalf of the Indemnified Party, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters, in each case, (iii) render to the extent reasonably required by Indemnifying Party all such assistance as the Indemnifying PartyParty may reasonably request in connection with such dispute and defense.